Ben 10: Past Tense and Beyond
by Codecrash
Summary: Sequel to Ben Prime. The vortex reopens, releasing Ben and his ever faithful sidekick. Unfortunately it's not where they should be. Now stranded in an alternate reality how will Ben survive and find his way back home?
1. Chapter 1

I don't own Ben 10 or any of the characters therein. This Fanfic is for entertainment purposes only. NONPROFIT YOU READ ME!

Chapter 1

All was quiet throughout the dark caverns deep beneath the desert. The only sound that could be heard was the faint dripping of water falling from the stalactites on the cavern's roof.

However the peaceful tranquility was quickly shattered by the thunderous boom from a swirling white vortex ripping through the very fabric of reality, fiercely shaking the caverns with the force of a small earthquake.

It was then two figures came hurtling out from the vortex, one was a gigantic black heavily armed spacecraft named Ship and the other was Ben Tennyson's alien Anodite alter ego Manafest.

Both came careening to the cave's stone floor with crash rivaling the heralding sound of vortex's appearance. Fortunately for the duo because of Ship's metal body and Manafest's body being composed of pure living energy neither had been seriously injured by the fall, but that still didn't mean it didn't hurt.

His head feeling like the after math of an electroshock lobotomy Manafest groaned sorely as he opened his eyes in time to see the vortex crackle unstably and self-destruct as it collapsed in on itself, vanishing from sight.

"You okay Ship? he quickly asked, turning to his large friend.

"Ship," Ship groaned as he transformed back into his smaller normal form nodded somewhat reluctantly, clearly feeling about the same as his transmogrified owner.

As Ship hurried to his owner's side Manafest observed his surroundings. "Okay, I'm guessing some serious science fiction just happened," he said, noting the obvious change of scenery.

"Ship," the mini galvanic mechamorph nodded in agreement.

Standing on his feet Manafest decided now would probably be a good time to return to his human self and tapped the Ultimatrix crest on his chest.

Within an instant he enveloped in erratic flashing green lights and was transformed back into his human self.

"Much better," he sighed, glad to be back in his own skin again. He glanced down at his small companion casting it a small smile. "I don't suppose you know where we are?"

"Ship," Ship replied with an unknowing shrug.

"And I'm guessing same goes for how we get out too huh," he asked.

Ship nodded. "Ship," he confirmed.

Ben gave a heavy sigh, he had been afraid of that. As he allowed his eyes to adjust to the dark he reached down and picked his friend up and placed him on his shoulder. "Then I guess we better start walking," he said.

As they cautiously made their way through the tunnels Ben glanced at the green gauntlet device on his arm, wondering if perhaps he shouldn't use one of the forms to navigate the tunnels faster.

He shook his head at the notion, he had no idea what was out there or what planet he was on, judging from the cave's natural design it was possible he was still on earth. Of course for all he knew they were on a planet with no breathable atmosphere on the surface or even an atmosphere at all.

While it was probably best to keep the Ultimatrix fully charged and his aliens waiting in the wings, he knew he needed to get back to the others as fast as possible. Quickly his thoughts turned to figuring out which of hisaliens would be best served to getting out of here. Armordrillo was out that was for sure, while he could move through the ground with ease he could also accidentally trigger a cave-in and obviously Way Big wasn't an option either. Big Chill certainly was a choice with his intangibility as was Brainstorm and Grey Matter's intellects for navigating the caverns. Ghostfreak was another option he supposed but even if Azmuth had cleared out the bugs with that form as he had said Ben was still hesitant about using it.

Fortunately however it was then a far better form suddenly came to mind, one that was both ideal for surmounting whatever kind of terrain may have laid in the tunnels ahead and one that would have been ideal in navigating the tunnels to find an exit, providing there actually was one.

As he switched on the Ultimatrix's holographic display and began cycling through the displayed forms Ben turned to Ship. "Listen Ship after I go alien turn into a wristwatch and grab hold of me okay?" he requested. "Oh and make sure it's a big one."

"Ship," he replied giving an understanding nod.

After a brief moment of repeatedly twisting the dial Ben at last came upon the form he was looking for. He nostalgically smiled at the familiar form as he pressed down on the hologram. "It's hero time!" he said, unable to help himself.

In a flash he was enveloped in a massive flash of deep emerald light as he was transmogrified.

When the light had faded the human Ben 10 was no more, in his stead stood the eyeless, orange furred (and partially slobbering), beastlike alien Wildmutt.

Unable to speak normally like the Ultimatrix's other forms instead of exclaiming his moniker Wildmutt gave a low guttural animalistic roar.

Having never actually seen this form before Ship naturally backed away fearfully from Wildmutt until he caught sight of the Ultimatrix emblem on Wildmutt's chest.

"Ship?" he asked to double check.

Wildmutt turned to mini mechamorph and gave Ship a friendly nod and grin.

"Ship," Ship said breathing a sigh of relief.

Quickly the mini mechamorph carried out his owner's commands as he morphed around Wildmutt's right wrist turning into a high tech watch.

With his small companion in place Wildmutt deeply sniffed the air, allowing his powerful Vulpimancer nostrils to take in the surrounding odors that would have been invisible to anything else.

It took little time for his gill-like nostrils to identify surprisingly wide array of scents as he sorted through them.

Wet rock. No.

Moss. No.

Rats. No, but on the plus side now he at least knew he was still on earth.

Bats. No.

Bat guano. No (and gross!).

And…

He paused as he took in another sniff. There was something else something he couldn't identify yet was strangely familiar somehow.

Ignoring the strange odor for the moment he resumed his search.

With another sniff he was shocked to discover a scent he had often picked up in this form, it was faint but there was no mistaking the scent of Gwen Tennyson.

It was strange however, it was Gwen's scent but it was somehow a little different. However he shoved his curiosity to the matter aside as he noted the definite scent of fresh air.

Locking onto the scent Wildmutt charged through the tunnels following the odor trail to freedom.

Within moments of navigating through the tunnels Wildmutt was at last met with a cave opening which he happily bounded out of and into the desert sun heatedly beating down on the somewhat barren landscape as it maintained its peak in the sky, signaling the arrival of high noon.

Inhaling a few more breathes of air he quickly turned to the direction where Gwen's scent was coming from.

It was still extremely faint but to his relief it was also mixed with hundreds of other peoples' scents, most like indicating a small town or something of the like.

Quickly Wildmutt dug one of his claws into the ground making an arrow pointing directly towards the source of the combined odors.

When he finished he began shaking his front right paw, wordlessly telling his shape shifting passenger that the ride was over.

Understanding what Wildmutt was trying to tell him Ship quickly obeyed and slid off his wrist as he returned to his normal form.

No sooner had Ship departed from Wildmutt's wrist then the heroic Vulpimancer was surrounded and engulfed by a bright green glow and was transformed.

"Jetray!" exclaimed the newly transformed Aerophibian before turning to the Mini Galvanic mechamorph. "Good news buddy, according to Wildmutt's nose there's some kind of town a few miles from here. Feel up to a little race?"

Immediately the mini Mechamorph began to swell and expand as he took shape into his 'Big mode'. "Ship!" he replied eagerly as he revved his newly formed engines before igniting sending him blasting into the distance towards the town.

"So much for 'ready set go'," Jetray chuckled as he took to the skies in hot pursuit of his friend.

Unbeknownst to the Jetray or Ship the source of the mysterious scent he'd detected earlier was watching from the shadows of a neighboring as the duo faded from sight into the distance.

Whatever those Earth beings were they had been fortunate they had not come any closer, it thought, not that it wouldn't have minded some more earth food mind you.

The shrouded creature then shrugged as it returned back into the depths of the cave, there would always be time to eat later right now there was work to be done. The master's will took precedence above all else.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

As sun began to set into the distance Ben wandered through the streets of the village in search of payphone seeing as how for _some_ reason his cell wasn't working. It had been a relatively short flight from the cave to the village Ben was eager to get off his feet. After catching up with Ship they had decided to touch down about half an hour's walk from the town. After all, a flying red manta ray and a giant battle ship were probably something best left out of the public eye.

Now with Ship disguised as watch on his right wrist, Ben couldn't help but be overcome with a strong sense of nostalgia as everything from the souvenir booths to the buildings themselves brought him back to that summer eight years ago, more specifically the werewolf incident. In fact if he didn't know any better…

Ben's thought's were suddenly brought to a screeching halt as he rounded a corner and came face to face with something that he knew shouldn't be there. There parked before him in its slightly rusted glory was his Grandfather's old RV, the original Rustbucket.

Staring in mute wide eyed shock at the vehicle his ears suddenly picked up a voice amidst the small crowd of tourists and locals and overly familiar Navaho music. It was the tail end of a conversation he'd already heard years ago.

"–_you_ been interested in Native American spiritual dance?" a familiar voice questioned incredulously.

"Only like forever dweeb," another familiar voice answered. "It rocks!"

Ben immediately shifted his gaze to beyond the RV to once again be left rendered shocked beyond reason as his eyes fell on the sight of his ten year old self and Gwen.

Apparently his stares did not go unnoticed by his cousin, seeming to sense they were being watched Gwen turned her gaze towards him. "Uh crud!" Ben exclaimed as he snapped back to his senses and bolted from sight behind the RV. "Not good! Not good! Not good! Not good!"

"Ship?" Ship asked, puzzled by Ben's odd behavior.

"We got to get out of here fast!" Ben replied doing his best not to panic. "Sci-fi rule number one; screw with the past and monkeys take over the future."

Just then the sky were lit up with the light of a strange aura and as the skies began to rapidly cloud over and rumble with thunder he couldn't help but groan. Having lived through this once already Ben knew what was coming next.

"Ship get into the RV and hide!" he ordered. "I'll come for you shortly and explain just stay out of sight!"

While not understanding what was going on Ship did what he was told and quickly slid off his owner's wrist and oozed in under the old RV's hood.

Quickly Ben activated the selection display of the Ultimatrix and frantically began twisting the dial, searching for a form that would make himself scarce. The last thing he wanted to do was make time paradox that would alter the future for the worse. Meaning he couldn't be seen. At last he found the image of the perfect alien for the job, Nanomech. Small was good in this case, in fact the smaller the better because the smaller he was the less chance he'd be able to rewrite history.

As he readied to bring his hand down on the displayed image the ground beneath his feet suddenly shook from an impact nearby causing him to lose his balance and stumble, unknowingly causing the watch's dial to bump against the Rustabucket's grill and changing the selected form.

Not noticing the shift in selection and not wanting to stick around a second longer Ben brought his hand down on the displayed form. It was only at the last possible second before his hand hit the displayed form that he saw it was the wrong one.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

While she wondered what was up with her dweeb cousin's sudden interest in Native American dances Gwen felt the odd sensation she was being watched.

Glancing around them she spotted a teenage boy dressed in a green sports jacket staring at them with wide eyes near the Rustbucket.

No sooner than she had spotted him than he suddenly dove out of sight behind the old RV.

She was about to say something to her grandfather when suddenly the sky began to began to blacken with heavy storm clouds.

As a crack of thunder resonated from the heavens she looked up at the sky. "You sure you're not doing a rain dance?" she asked Mr. Greene's granddaughter who had just joined them after demonstrating a Navaho dance for some tourists.

"Positive," the raven haired girl replied certainly. "Why?

It was then the area was blanketed with a heavy rainfall and a second later was struck with duo strikes of purple lightning that shook the very ground beneath their feet, narrowly missing a pair of tourists.

"That's why!" exclaimed Gwen.

Quickly Max sprang into action. "Take cover in the Rustbucket!" he said hurredly ushering them towards the vehicle while Ben stood frozen in place, seemingly lost in some kind of daze.

As the two girls and their grandfathers ran for the Rustbucket a green flash ahead blinded them momentarily causing Gwen to stumble trip and fall, accidentally bringing Kai down with her.

Suddenly a third bolt of purple lightning came crashing down behind them jarring Ben from his stupor.

Everyone stared in alarm as something with ferocious purple eyes stood in the midst of the dust cloud kicked up by the lightning's impact.

Ben gulped as it loomed over him casting him a piecing glare through the dust. "Anyone want to ask that thing for an umbrella?" he asked as the rain quickly cleared the dust from the air, revealing the form of the creature while still somehow remaining obscured in the shadows.

The dark creature snarled as it quickly turned and ran off into the storm just as Max and Mr. Greene ran to Ben's aid.

As Gwen and Kai picked themselves up off the ground the whole area suddenly shook as the roar of crashing wave suddenly thundered from nearby. Everyone turned in time to see a huge wall of water come crashing from around a corner just beyond the Rustbucket.

"Flashflood!" Mr. Greene warned with a shout.

Instantly everyone's survival instincts kicked in and they all went running for the nearest high ground.

Making it to safety Mr. Green, Max and Ben were quick to scramble up the nearby buildings. Gwen and Kai however fell just a few feet short of making it to the Rustbucket before they were suddenly hit and swept away by the wall of water.

"Help!" Kai screamed as she and Gwen were carried away by the waves.

Keeping her wits about her Gwen saved her breath and quickly reached for the Omnitrix around her left wrist, twisting the dial until she found the image for her Piscciss Volann alter ego and brought her right hand down on the alien device. Nothing happened.

Stupid watch! She mentally screamed.

Seeing the watch had once again failed his cousin Ben quickly sprang into action. "Gwen! Kai! Hang on!" he shouted as he leaped from the roof of the building towards a passing oil drum in the water.

Thankfully his aim had been true and he came landing securely atop the barrel, using it as a makeshift raft as he went after the girls.

"Take my hands," he shouted reaching for the two girls as the flood waters continued to surge around them.

Unfortunately as the two girls grabbed his hands they inadvertently pulled him into the water with them. Perhaps if it had been one girl who he had been rescuing Ben might have able to hold onto the barrel better and the outcome would have been different, but unfortunately that hadn't happened and this was the result.

As the three kids desperately tried grabbing back onto the oil drum they immediately spotted a large crate set on a collision course with them.

Only a split second away from the two objects crashing together with them in the middle Gwen closed her eyes and prayed for a miracle.

Suddenly from out of nowhere she heard the clang of something landing on the drum then felt something warm clamp around the Omnitrix before she felt herself being suddenly hoisted out of the water and brought flying through the air with whatever had grabbed onto her.

To her relief when she opened her eyes she saw that Ben and Kai were safely in the arms of whoever had saved them. But it was then that her logical side of her senses kicked in and she noticed Ben and Kai's twin looks of shock, and then the black claws and light blue fur before they finished making note that both their savior's arms were occupied and asked the question 'what holding my arm?'

As her emerald eyes traveled upward they quickly went wide with horror when she saw the creature's wolf like head or – more to the point – _HER ARM IN IT'S MOUTH!_

It was then Kai let out a terrified scream as they soared through the air and came landing on a rooftop.

Quickly the werewolf released its captives from its arms (and mouth!) as it tightly clutched its ears trying to block out Kai's shrill screams as it let out a pained howl of its own, scaring Kai enough to quiet down.

The stood frozen in frightened silence as the werewolf eyed them closely as though it were sizing them up.

At first Gwen thought maybe the creature was trying to decide which of them to eat first when she noticed the concern in its eyes, almost as if it were inspecting them to so if they were alright.

Then something _beyond_ strange happened. As its eyes looked them over its concern turned to confusion as it spotted the Omnitrix on her wrist. Clearly confused by something the werewolf then turned to Ben who flinched as the creature's gaze fell on him. The werewolf then looked back at Gwen then again at Ben then finally at Gwen again.

Clearly confused by something the werewolf turned and bolted for the edge of the roof and leapt across the flowing river below, disappearing into the storm leaving the trio in stunned silence.

After several moments it was Ben that finally broke the silence. "_Okay…_ what just happened?" he asked. "Did we just get saved by a werewolf?"

Dazed by all that had just happened Kai nodded as she stared off into the distance the werewolf had vanished into. "I think so," she said, lost in awe.

It was then Gwen heard strange pinging and whirring noises coming from the watch. Raising her left wrist she saw the dial and buttons had begun glowing yellow. Now what was this thing doing? She wondered in frustration. She sighed wearily. Sometimes she wished she never found this thing.

As they stared off into the rain wondering what had just happened they were joined by Max and Mr. Green.

"Hey are you kids alright?" Grandpa Max asked worriedly. "We lost sight of you for a second there, what happened?"

"Believe it or not Grandpa, I think we were just saved by the wolfman," Ben replied in stunned disbelief.

As Max stared at his grandson Gwen nodded in agreement confirming his story.

Just then their attention was drawn by a burst of lightning near the summit overlooking the village, which for a split second lit up the radio tower to reveal the purple eyed werewolf ripping off the satellite dish from the tower before once again vanishing into the darkness with its prize.

"Grandpa was that a–?" Kai began as everyone stared into the darkness as the rain began to stop.

Mr. Greene nodded before he turned to Max with a concerned look on his face. "You all better come with me; I think there's something you three need to see."

Noting his concern Max and the others nodded and followed after him to see what he had to show them.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

As the waters began to recede a green flash lit up the area near the Rustbucket as Ben transformed back into his teenage human form. "Okay that was weird," he muttered to himself, summing up the entire experience of just saving his cousin, his first crush, and his past self not mention accidently transforming into the very form he'd acquired here. The universe it seemed had one warped sense of humor.

He couldn't help but shake his head in utter confusion, and who could blame him for being confused, nothing made sense. Seriously what was going on here, since when did Gwen have the Omnitrix!

Knowing he needed to figure out what was happening he took a deep breath and calmed his thoughts. Okay, he thought, on the one hand he could understand how his presence might have altered the course of events, causing his past self's failed rescue attempt for Kai _and_ Gwen.

But what about Gwen wearing the Omnitrix? He wondered. He and Ship had only been here for at least no more than two, maybe three hours tops. His past self should have found the Omnitrix just over a month ago from here, meaning there was no way he could have had anything to do with Gwen now having the Omnitrix.

He sighed heavily as he wearily rubbed his head. To anyone else this would make no sense whatsoever, but ever since his life had become one nonstop sci-fi marathon it sadly did. "Great," he groaned as he opened the door entered the RV. "We're in an alternate dimension. Somehow that just figures but at least on the plus side I don't really have to worry about the whole monkey future thing." He then looked around the empty RV. "Ship, you here?"

Hearing his masters call the mini Galvanic Mechamorph slid out from behind the dashboard and jumped into his master's arms. "Ship!" exclaimed happily as he let out a content purr, clearly he'd missed his owner.

"Good news Ship we don't have to worry about messing up the timeline," he said positively as they exited the RV. "We're not in our own universe."

"Ship?" Ship replied, confused.

"Yeah, I don't really get it either," Ben sighed. "I just say we're here so let's just go with it. Come on, we got a rendezvous to make at the local museum."

Ship nodded and transformed back into his watch form attaching himself to Ben's right wrist.

Ben couldn't help but smile as he walked towards the Navaho museum, despite the situation of not being in his own universe anymore, things certainly promised to get interesting.

Author's notes.

Hope you liked the first chapter, and for those of you who haven't figured it out yet. Ben Prime is duly titled because it's actually THE BEGINNING OF SEVARAL DIFFERENT STORIES** SET IN ALTERNATE REALITIES**. Can you say _**BOOYEAH!**_ That's right I'm a genius (he said with false modesty)!

However it should be noted that for those of you who enjoyed this first chapter that my life is rather hectic and combined with the fact that I'm a perfectionist when writing (to the point of almost being psychotically so), chapter updates will be few and far between. Sorry but that's just how it is. To recap and clarify, there _will_ be updates but they will occur sporadically. Again sorry.


	2. Chapter 2

I don't own Ben 10 or any of the characters therein. This Fanfic is for entertainment purposes only. NONPROFIT YOU READ ME!

Chapter 2

Ben couldn't help but give a smile of nostalgia as he stepped through the doors of the Navajo museum. Everything from the displays to the gift shop was exactly as he remembered it, even the smell in the air was exactly the same as before. But then why shouldn't it, it _was_ before, sort of anyway.

"Talk about déjà vu," he chuckled under his breath as he quietly crept behind a display as he listened in on the conversation between Mr. Greene and the Tennysons.

He wasn't exactly trying to stay hidden, if anything he was subtly trying to look as much like a conspicuous eavesdropper as possible. Ben couldn't help but shake his head as he noticed the other Ben continuously stealing glances at Kai. Had he really been that lame? He sincerely hoped he had been a bit more smoother than that kid.

Nervously he quietly inhaled a breath to calm his nerves as he readied to set the plan he prepared on the way to the museum in motion.

"You ready buddy?" he asked Ship.

Wordlessly the Mini Mechamorph confirmed he was as he transformed into a small digital camera.

With his partner at the ready Ben remained quiet as he listened for the right moment to introduce himself.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

"I'd never thought I'd see one," said Mr. Greene as he showed the Tennysons an old tapestry of what appeared to be a werewolf.

"One what?" asked Ben finally prying his eyes off Kai to look at the display.

"A Yenaldooshi, Navajo werewolf, I thought they only existed in folklore," he explained. "They're presence is a sign of pure evil."

Behind a nearby display an eavesdropping emerald eyed teen couldn't help but roll his eyes. The man didn't know the half of it.

"I must find it," he continued. "I'll tranquilize it then bag it."

"Mind if I tag along?" a voice asked from behind them.

Everyone turned to see a young man who looked to be in his late teens, dressed in a green sports jacket, blue jean and black T-shirt.

Smiling the teenage boy approached them and warmly extending his hand. "Carl Kirby; reporter and photographer," the emerald eyed teen greeted. "Nice to meet you."

"You're the guy I saw sneaking around the Rustbucket!" Gwen said, instantly struck with recognition while she vigorously scratched her shoulder.

Seeing the suspicious look everyone's faces 'Carl' yieldingly held up his hands. "Hey in my defense I prefer to call it nonchalant sightseeing," sheepishly joked the brown haired teen. He then curiously arched an eyebrow as he looked at Gwen before a smirk formed on his lips. "Besides _blondie_, there's no law against a tourist hanging around in the shade as he checks out the sights."

It was then all eyes turned to Gwen and quickly went wide with shock as they fell on her. "Whoa Gwen what's up with your face?" Ben asked with a grossed out look to which he received a sharp punch to the shoulder. "What was that for!"

"Gwen, he's not kidding," Kai said pointing at Gwen reflection in the glass of a nearby display case. "Look."

Gwen turned towards the glass and let out a startled scream as she saw her reflection. To her horror her hair had turned from red to a golden blonde. As she stared in shock at her reflection her skin suddenly sprouted a thin coat of orange fur matching her previous hair color and her ears grew slightly becoming more pointed as her teeth did the same.

"Wha- wha!" was Gwen could stammer as she stared at her reflection.

"Gwen did the Yenaldooshi bite you?" Mr. Greene asked gravely.

Staring in a horrified stupor at her reflection, Gwen quickly snapped out of her trance to think. "Oh no," she moaned as she thought back to their encounter with the creature. "It did when it saved us from the water, but- but it didn't break the skin I swear."

"Wait let me get this straight," began 'Carl', trying his best to hide his amusement at Gwen's situation. The image of her howling at the moon and chasing rabbits like he had was just too funny. "She going to turn into werewolf? A real werewolf? Oh I am so covering this story." He pulled out his black and green 'camera' from his pocket. "Question, can I get some before and after shots, you know for the papers and what not? I'll cut you in for five percent kid."

Max cast the enthusiastic and extremely obnoxious reporter a stony cold glare as he walked over to him and grabbed him by the scruff of his collar. "Wait don't tell me," 'Carl' began, undaunted by Max. "Back off and apologize or I'll need a proctologist to retrieve my camera, right?"

"Not what I was planning to say but close enough," Max said as he let go of the green eyed teen, glad to see they had an understanding.

"And don't even think of pulling a fast one when we're not looking," Ben added. "Back off or we'll sick Gwen on you."

Gwen turned to her cousin and bared her now sharpened teeth as she gave him a warning growl.

"Or not," he meekly added, retracting his last statement.

"Making fun of your sister when she wolfing out, real bright kid," 'Carl' snickered, playing dumb to their relation to better hid his identity as he put his 'camera' back into his jacket pocket.

"SISTER!" both Tennyson cousins exclaimed in disgusted horror.

"Only in my worst nightmares!" Gwen exclaimed as she faked gagged at the thought.

"It's bad enough she's my cousin!" Ben added.

"Okay, okay I get it, my bad," 'Carl' apologized, "and also sorry about the whole photo op thing kid. I just got a little carried away, but can you seriously blame me I mean come on! How often does a story like this just fall into your lap?"

"More often than you'd think dude," Ben muttered under his breath.

"Apology accepted I guess," Gwen replied to the teen reporter, ignoring her stupid cousin.

"Awesome, so where do we go from here?" 'Carl' asked.

"First we must find the Yenaldooshi and change Gwen to normal," answered Mr. Greene. "To do that we must take a silver pendant and soak it in the juice of the arbol del matrimonio cactus then place it over its heart."

"Good luck with that, the arbol del matrimonio is pretty rare in these parts," 'Carl' noted. "Finding it is tough enough, but at night and under what I'm guessing is a time crunch? Again, good luck."

Kai and her grandfather each raised an eyebrow as they stared at the teen, surprised to see he was so knowledgeable.

"What?" 'Carl' asked noticing their curious stares. "I came through here back when I was ten. I soaked up some of the culture."

Mr. Greene nodded then continued. "You are right about the time limit," he said, "we must place the pendent over the creature's heart before the tonight's full moon, or Gwen will stay a Yenaldooshi, cursed to destroy all those closest to her."

"Good thing you two aren't too close," 'Carl' joked glancing at Gwen and his younger alternate self. "So what's the game plan? Split up into two teams to hunt down fang face and the cactus?"

"Exactly," Mr. Greene nodded. "You Max and I will hunt down the Yenaldooshi while you kids find the cactus."

"Maybe I should go with you Grandpa," Gwen suggested subtly indicating the Omnitrix on her wrist. If they were going to be hunting down a werewolf the they would definitely be needing some alien backup.

"Only braves can be trackers," replied Mr. Greene adamantly.

"Who made up that rule?" Gwen asked in disbelief as she scratched her head furiously.

"Uh, the Navajo," 'Carl' pointed out obviously, to which he received a glare from Gwen.

Mr. Greene nodded. "It's been the tradition for centuries. Times may change but traditions do not."

Crestfallen Kai silently turned and walked away from her grandfather, reluctantly obeying his wishes. Clearly she did not think to much of that particular tradition.

"But–" Gwen protested as she raked her fingernails across her arm.

She was interrupted as Max firmly placed a hand on her shoulder. "Sorry Gwen but you should go with Kai and Ben."

Knowing she couldn't dissuade her grandfather or Mr. Greene Gwen sighed reluctantly walked over to her cousin.

"Hey Gwen, Kai seems bummed," Ben whispered to his cousin just. "Maybe I could cheer her up."

"Since when do you care about what girls–"

"He likes her," interrupted 'Carl' with a snicker.

Ben's face paled as Gwen looked back and forth between 'Carl' and her cousin before a big grin spread across her face. "He's right isn't he?" she laughed. "You _like_ her don't you?"

"Survey says…" 'Carl' laughed as Ben glared at him angrily.

"Shut up," snarled Ben.

"Chill kid I'm just messing with you," 'Carl' chuckled. "_Trust_ me when I say I've been where you are. Back when I first swung through this place I had a crush on a girl too. It did not work out well."

"What happened, she realize what jerk you are?" Gwen retorted.

"Hey, I resemble that remark," 'Carl' replied in mock protest. "And for your information no, as a matter of fact she wanted to train and groom me like dog, and while that has given me some interesting dreams since I was a kid, it wasn't quite what I had in mind for a relationship."

Everyone within earshot including the alternate version of said crush stared at him as if he had just sprouted a second head.

"What?" he asked. "Can I help it if I've had an interesting life? Now let's refocus more on the little _werewolf_ issue and less on my love life please?"

Knowing he was right Max and Mr. Greene nodded. "Good call let's get to work," Max agreed turning to his old friend. "Lead the way."

"Alright let's go bag us a werewolf!" 'Carl' exclaimed enthusiastically as the two group exited the museum for some supplies.

"Bet that's a sentence he never thought he'd say with a straight face," Gwen muttered, causing Ben and Kai to snicker as they followed after the adults.

Overhearing her comment 'Carl' could help but give a quick smirk. If she only knew, he couldn't help but think with a mental chuckle. This wasn't a first for him after all.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

Unable to help herself Gwen howled up at the night sky as she perched atop a boulder.

"Hey dweeb will you cut the noise, and give us hand!" shouted an annoyed Ben as he shined his flashlight over the desert terrain.

"Sorry," she said sheepishly as she jumped down from her perch. "I couldn't help it. It's up there just begging for me to howl at it."

"How are you doing Gwen?" Kai asked.

Gwen sighed as she drooped her furry head sadly. During their time out in the desert searching for the cactus her body had undergone even more changes as her body continued to transform. She now stood at six feet tall with golden mane with matching claws and tail, orange fur, canine-like legs, and a head that was more wolf than human now. "I've been better," she sadly answered with a sigh. "How about you, any luck?"

Kai shook her head. "No, nothing yet," she sighed. "As much as I hate to admit it, that Carl guy was right about finding that cactus, even with our flashlights."

Gwen groaned, shaking her head in disbelief. "Ugh Don't even get me started on that jerk!" she huffed. "I mean what kind of guy tries to exploit a situation like this!"

Kai firmly nodded in agreement. "No kidding," she concurred. "Why is it guys that cute have to be such obnoxious jerks?"

Ben stiffened at those words. "You thought that guy was cute?" he asked nervously, trying to hide the nervous edge in his voice.

Kai nodded. "Yeah, I mean didn't you think so Gwen."

"Ew no!" Gwen exclaimed indignantly.

"Oh really," said Kai disbelievingly at the orange furred girl turning wolf.

"Okay, maybe for like a nanosecond," Gwen quickly admitted. "You know, right before he opened his big mouth."

"Guys less talking more looking," Ben quickly interrupted, not liking the turn the conversation had taken.

Knowing he was right they nodded and quickly returned to searching for the cactus. While they continued their search Ben quickly pulled his wolfed up cousin aside. "Hey Gwen when you're talking with Kai do you think maybe you could say I'm a cool guy and stuff?" he said with a hushed whisper so the raven haired girl couldn't hear.

Gwen stared at him incredulously. "Let me get this straight you've been making fun of me this whole summer and you expect me to build you up for Kai?" she whispered back in sheer disbelief.

Ben just stared at her. "Yeah what's you point dweeb?" he finally asked, completely clueless.

Gwen exhaled a heavy sigh as she pinched the bridge of her nose turned canine snout. He was unbelievable. Sometimes she wondered just how they could be related at all, but they were related – much to her chagrin – and that being said she knew what she had to do. "Fine doofus I'll help," she resignedly whispered with a sigh. "But you owe me BIG got it?"

With a relieved and excited smile he nodded fervently. "Got it."

"Oh and word of advice Girls can smell desperation a mile away and you reek," she noted.

"Hey I haven't been acting that desperate," he replied.

"Who said you were?" she replied with mock innocence as she turned to go search with Kai. "You just reek."

"Hey!"

For the next few minutes the trio were quiet as they searched the desert for the cactus, during that time Gwen noticed that Kai was sneaking nervous glances at her when she thought she wasn't looking, making her feel even more self-conscious about wolfing out, then after a few more minutes of searching Kai broke at last the silence. "Hey Gwen can I ask you something?" she asked.

Gwen shrugged as she pulled away some bushes searching for their elusive quarry. "Shoot," she replied.

"Well you know aside from the obvious bad parts, what it like?" she asked. "You know, to be a Yenaldooshi?"

"I'm taking shot in the dark and guessing itchy," Ben jibbed.

Ignoring her idiot cousin Gwen gave Kai's question some thought. "It's weird I guess," she answered in frustration. "My hearing gone up by like ten, FYI do either of you two know how loud you are? Your heartbeats are driving me crazy." She glanced at Ben, seeing a prime mocking opportunity. "Not to mention the smell, do you _ever_ wash your socks Ben?"

"Hey for your information, I put on new ones this morning!" he lied. He may not have known much about girls in general, but if Gwen was any indication he was more than certain that girls did not like guys who wore dirty socks. Why? He would not figure out for a good three years.

Knowing from the fumes wafting from his sneakers that that was an out and out lie, Gwen gust shook her head and continued with her answer for Kai. "Where was I?" she asked the Navajo girl.

"Smell."

"Right, smell, anyway I've also gone colorblind," she regretfully sighed. "At least on the plus side I can see in the dark. I just I wish I had brought something to eat, I feel like I haven't eaten in over a month. I! AM! FREAKING! HUNGRY!"

Her ears suddenly perked as she heard a rustling from behind. Whipping her head around her eyes locked onto a rabbit nibbling on some plants. Without a moment's hesitation she hungrily tore after the small animal on all fours, perusing it like a heat seeking missile.

Quickly the small animal fled from its attacker and dove into its burrow.

Realizing what she was doing Gwen halted dead in her tracks, staring down at the hole the rabbit had fled into. "We've got to find that cactus," she groaned, standing up in utter humiliation.

Seeing an opportunity to impress Kai Ben pulled Charmcaster's spell book from his back pocket.

No sooner had she seen this then Gwen quickly sprang into action snatching the spell book out of his hands. "Don't even think about it doofus!" she snarled. "How do you even still have this anyway, I thought grandpa confiscated it the last time you used it!"

"Am I missing something?" Kai asked, arching a confused eyebrow.

Ben snatched the book back from his. He had to impress Kai and this was the best way to do it. "It's nothing much, I was just going to use a spell to light up the area," he boasted.

"A spell?" she asked.

Ben nodded and gave a not so modest grin. "Yeah, I don't like to brag but I kind of have magical powers," he replied with feigned modesty. "I'm kind of like this total magic superhero."

Gwen groaned. Yes, Ben had a knack for magic unfortunately he never really bothered with things like practicing, studying, or even pronouncing the spells in Charmcaster's book, meaning his spell casting was – for lack of a better term – random, dangerously so.

"Check it out," he said flipping open the book and extending his hand upward causing Kai to watch with interest and Gwen to tense in trepidation. "**Reanima Dinamica!**"

Instantly a geyser of green sparks shot out from Ben's hand lighting the area like a giant roman candle.

Gwen breathed a sigh of relief. For once Ben's spell casting had not backfired in his face. He had been lucky he hadn't lost his eyebrows the last time.

"That is amazing Ben, what else can you do?" Kai exclaimed excitedly.

"Just wait and see," he replied, flipping to another page.

"Ben no-!" warned Gwen.

But it was too late. "**Saphirius Expectorium Perpetua!**"

Suddenly the air around them quickly spun into a whirlwind, swiftly launching the three of them up into the air and crashing back to the ground on their backsides, in Gwen's case on the very cactus they had been searching for.

_"YEOW!"_ Gwen howled, springing up from the ground clutching her rear in pain. Vengefully she glared at her dumb cousin. "Ben I'm gonna-!"

"Gwen wait!" Kai interrupted as shined her light on the orange furred wolf girl. "You just found the cactus!"

"Yay me," Gwen groaned as she painstakingly began pulling needles out of her sore tail and backside.

"Yeah don't feel free to thank me anytime soon," Ben grumbled as got up off the ground. "It wasn't like my spell didn't have anything to do with it."

"Don't worry I wasn't," Gwen retorted sourly as she gingerly removed a large chunk of cactus from her rear.

Kai pulled her phone from her pocket and quickly speed dialed her grandfather to tell them they had found the cactus. To her dismay however there was no signal. "Bad news, I can't reach my grandpa from here," she said pocketing her cellphone.

"Don't even think about it dofus," Gwen warned with a snarl, glaring at her spell book toting cousin, already guessing his thoughts.

"But I could-!" he protested.

Ben was suddenly cut off by a piercing howl from close by.

Everyone whirled around to see the dark form of the werewolf perched atop a hill, glaring down at the trio with it dark glowing purple eyes.

"Not good," the Tennyson cousins gulped in unison.

With a second howl the werewolf leaped from its perch, hungrily diving towards its newfound prey of the evening.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

"So random question, does this kind of thing happen a lot?" 'Carl' asked, stifling a snicker. Since his grandfather had no idea who he was, 'Carl' aka Ben Tennyson saw this as a prime opportunity to mess with the man as they searched for the Loboan.

Following after the Yenaldooshi's trail Max and Mr. Greene turned to the green eyed teen with arched eyebrows.

"What?" 'Carl' asked. "I'm just saying we are currently hunting a werewolf that has turned your granddaughter into another werewolf, and yet neither of you seems really put out by this."

"One could say the same for you," Mr. Greene noted.

Ben shrugged. "I once saw a giant robot try and level a campsite, compared to all that this hardly registers as a blip on the radar," he answered casually. "I guess you could say that's why I'm here, you see the bot got trashed by this … _thing_. Ever since that I've been tracking these weird sightings all across the country."

Max's face paled slightly. "What sort of sightings?" he ventured, masking his nervousness.

Inwardly Ben couldn't help but laugh, the look on his Grandfather's face was just too priceless. "Well there was this red thing with four arms," he continued. "This giant bug thing, one that looks some kind of ice sculpture, this big fish thing, some kind of fire thing and a couple of others I think." At this point nearly all the color had drained from his face, causing Ben to suppress the urge to burst into laughter. While it was just too funny, seeing as they were hunting alien werewolf he should probably ease his grandfather's worries a little bit. "The way I see it they're a bunch of genetically enhanced super soldiers secretly made by the government to help the police, and when I break the story I'm going to make some major coin."

Ben couldn't help but give himself a mental pat on the back. He'd managed to put his grandfather's worries at ease while at the same time maintaining his cover.

The two middle aged men stared at him with twin looks of sheer disbelief, Mr. Greene suspecting the sightings to be alien plumbers and Max knowing the sightings to be his granddaughter. Just how could someone be so close to actually be fringing on their little world's doorstep and still be so far off from the truth? Though in truth the retired plumber knew he should be grateful the kid was an idiot, he shuddered to imagine what would happen for his granddaughter if the young reporter was actually competent.

Their silent stares were suddenly cut short by a loud howl that cut through the night. _"YEOW!"_

"What was _that_?" Ben wondered aloud as the trio turned towards the direction the howl had come from, already knowing it was his mini-cousin.

"Gwen," Max answered grimly. "Sounds like she's getting worse."

"Question; was it really good idea to send those other two off with a werewolf?" Ben asked fainting concern, secretly knowing they were in no danger whatsoever.

Before either men could answer a second more feral howl suddenly cut through the night from the same direction as the first, one that that was definitely not Gwen's.

As the sounds of children's screams trailed after the howl Ben's eyes widened in horror. This was all wrong! The Loboan was supposed to attack _their_ search party not Gwen's!

His eyes narrowed with focus, the time for fooling around was over. "Ship! Big mode, now!" he ordered.

Without a moment's hesitation the wristwatch shaped galvanic mechamorph leapt off Ben's wrist as he instantly expanded into his space ship form, making the two retired seasoned plumbers drop their jaws in shock.

Quickly Ben then activated the Ultimatrix's display and began twisting the dial as he selected the first form ideal for this situation. "It's hero time!"

Ben then pushed down the display and was enveloped in emerald light. Quickly his body expanded and bulged with newly formed muscle, his mouth melded into a feral maw, his skin became coated in orange and white black striped fur, and two dangerous black claws extended from his wrists as he finished transmuting into a new more bestial form.

As the light faded and with eyes glowing emerald the newly transformed Appoplexian reared his head back and mightily roared into the night. "**RATH!**" he proclaimed.

No sooner had the green light dimmed from the tiger like alien then Mr. Greene snapped out of his shock and instantly cocked his gun before instinctively firing on the newly transformed hero, fortunately Rath's reflexes were faster than a tranquilizer dart. With ease Rath dodged the dart and before either of the two former plumbers could blink snatched the gun away from the startled man.

Eyes full of seething anger Rath glared threateningly at the middle aged man as he grabbed him by the scruff of his shirt and pulled him up face to face. "Never, do that, **again!**" Rath snarled as his claw extended alongside the man's face.

As he watched the alien grab his friend Max resisted the urge to intervene, as a retired plumber he knew enough not to get into a fight with an irate Appoplexian.

Staring into the bestial bemoth's eyes Mr. Green could only give a fearful compliant nod, also knowing what and what _not_ to do around this alien.

Seeing the man got the message Rath released his grip from the man's shirt, dropping him to the ground as he tossed the gun aside. He then turned towards his enlarged sidekick hovering over the ground as he launched himself up high into the air, landing atop the transformed mechamorph.

Rath looked down to his stunned grandfather staring up at them with utter confusion. "**Lemme tell you something Max Tennyson!**" he shouted down. "**I'll explain it later!**"

And with that the transformed duo rocketed off into the distance to save their friends leaving the two retired Plumbers behind, staring in awestruck silence.

Max was the first to snap out of his reverie. Quickly he grabbed the dart gun and handed it to his friend. He had no idea what had just happened and right now he didn't care, his grandchildren needed him. "Come on, we got to get to the kids," he shouted as he ran towards the screams.

Author's notes.

Well that's chapter 2, hope it wasn't a letdown. Also for those of you who are wondering where I got Carl Kirby from those of you who are fans should already know, but for those of you who don't here's a hint, '_Family name_'. Just think about it.

Also I've made a slight revision to chapter 1 for those of you who might have noticed. Hopefully the reason will be revealed by chapter 3, but just to keep you wondering I'll hint that involves some of the many differences yet to be revealed between Ben's home universe and this one.

Finally that I would like to note that the other Ben Prime continuation second chapters are nearing completion and will be updated sometime between now and the next four months. What? Quality work takes TIME people!


	3. Chapter 3

I don't own Ben 10 or any of the characters therein. This Fanfic is for entertainment purposes only. NONPROFIT YOU READ ME!

Chapter 3

With teeth glistening in the desert moonlight and claws viciously drawn the alien werewolf sprang from its perch, descending onto its screaming prey like the ferocious beast it was as it readied to tear into the flesh from their bones.

However before it's feet had the chance to even touch it was suddenly intercepted by another fearsome creature and tackle to the ground.

"Gwen!" screamed Kai as Gwen let out a howl as her Loboan foe clamped its teeth into her shoulder in its struggle to get free.

As she returned the courtesy in kind by spearing her yellow claws into its ribs Ben frantically began flipping through the pages of his spell book. "Hang on Gwen I'll-"

"Forget about me!" Gwen shouted as she desperately wrestled the creature to the ground. "I'll hold him off as long as I can! You two just get out of here!"

Fearfully complying with his wolfed up cousin's orders, Ben grabbed Kai by the wrist and the two quickly fled the scene as quickly as their feet could carry them, unfortunately they didn't get too far.

No sooner had Gwen managed to pin the alien beast to the ground then to her shock its canine jaws split open into four different segments, reveal its glowing purple esophagus.

Before the girl heroine turned wolf could react a huge concussive wave of howling purple sound burst out from the beast's glowing throat, impacting Gwen with the force of a runaway transport truck and sending her reeling high into the air and colliding with her fleeing compatriots.

As the beast quickly sprang to its feet Gwen too did the same while quickly picking the two kids up and onto them onto her back.

"Hang on!" she shouted as she quickly made a mad run away from their feral pursuer.

"Not a problem!" Ben shouted back as he and Kai clenched their grips onto Gwen golden main as tightly as their fingers would allow.

Desperately in need of more distance from the quickly gaining werewolf, Gwen's feral instincts instantly took control and quickly shifted her run to all fours allowing them to pick up some distance from the pursuer as they tore through desert night.

Unfortunately some distance was not enough as the snarling beast behind them followed their example, and without the extra weight of two ten year old children to slow it down it was quick to close the gap between the two parties.

Kai let out a terrified scream as she daringly looked behind, only to have the creature's jaws snap inches away from Gwen's heels. "Oh my god!" she screamed. "Run faster! Run faster!"

However as much as she wanted to comply with her screaming passenger Gwen wasn't given the chance didn't have, as their pursuer once again split its maw open into four segments and unleashed an enormous howling blast of purple sound sending the trio reeling out of control into the side of a large rock formation.

With its prey now at its mercy the werewolf almost seemed to grin as it exposed its teeth and exhaled a frightening snarl. Slowly it stepped towards them, menacingly running the talons of it right hand across the surface of a boulder causing sparks to fly and the night air to be filled with an ear splitting wail akin to rusty nails being dragged across a chalkboard.

Tired of the creature's game of cat and mouse Gwen let out an ominous growl of her own as the trio staggered to their feet. "Okay that's it, now I'm mad!" she exclaimed with a snarl of fearsome intensity. Eyes narrowing she cast the werewolf a glare brimming with burning rage. "Let's see how tough you are against Wolf Hazard."

Hearing the confidence in her tone the wolf paused in its approach as it readily clenched its muscles in cautious anticipation.

With a smug confident grin on her canine maw Gwen reached for her right wrist only to discover to her horror the Omnitrix was gone.

As their attacker daringly took another step forward Ben's eyes darted from the werewolf and his cousin in growing nervousness. "Uh Gwen, now would be a really good time to go hero!" he exclaimed.

"I can't!" she cried out in alarm frantically searching her person for any sign of the alien device. "The watch is gone!"

Ben's eye bulged and his jaw dropped. "_You __**lost**__ the watch?_" he shouted in disbelief. "_Are you serious! You pick __**now**__ to lose that thing!_"

Seeing their distraction and its opportunity the wolf let out a fearsome snarl as it leapt at them, its fanged mouth already salivating at the thought of fresh meat.

Instinctively Ben leapt in front of Kai. "**Saphirius Expectorium Perpetua!**" he shouted outstretching his now glowing hand.

Instantly the trio was surrounded by a huge whirlwind that swept up the werewolf and sucked it into its swirling winds.

"Gwen blast it!" he shouted as beads of weary beads of perspiration began forming on his brow, already weary from maintaining the sudden twister. "I can't keep this up much longer!"

Remembering she was a werewolf now too Gwen focused her thoughts and split open her canine maw.

Taking in a deep breath she waited for the right moment for the wolf to come into range and then exhaled.

To her horror nothing happened.

"Gwen! Come on already!" Ben shouted.

"Ss na urhing!" she shouted back as tired and tried to unleash a werewolf howl blast.

Rapidly running out of energy Ben fell to his knees as he desperately continued to maintain the whirlwind. "Kai," he began, panting heavily as he closed his eyes and focused with everything he had. "This things going down any second, when it does run as fast you can, okay? Me and Gwen will hold off fang face as long as we can."

Wiping the tears of fear she had been crying from her eyes Kai reluctantly nodded. "G-got it," she fearfully croaked.

"Everyone get ready," he wheezed, all but out of breath.

"Got it!" Gwen snarled as she readily bore her claws. Her wolf howl might not be up for a fight but she still do some major slice and dice damage.

As the surrounding winds ensnaring the werewolf began to fade in their intensity, the trio's muscles instinctively tensed as they readied themselves.

At last the dreaded moment arrived and the cyclone dissipated, dropping the beast to the ground and exposing its prey.

"GO KAI!" Ben shouted as he staggered back to his feet. "GO NOW!"

Not needing to be told twice Kai spun on her heel and bolted at top speed only to come colliding into something very large blocking her path.

As began scrambling back onto her feet she suddenly froze as her eyes suddenly caught sight of a large hulking behemoth obscured by from the revealing light of the moon by the shadows from the rocks.

"Um guys," she meekly squeaked as the creatures glaring green eyes narrowed as they cast their gaze onto the fear frozen Navajo girl.

Hearing the girl's tiny cry Ben quickly whirled around only to be left speechless in shocked silence by the darkened nine foot figure towering over them.

Failing to her Kai cry as she kept a fixed gaze on the werewolf who had quickly regained his balance, Gwen readied her claws to dig into her opponents flesh as she let out a menacing snarl.

Not at all intimidated the wolf merely replied with a snarl of his own.

As Ben and Kai stared at the newcomer, the behemoth's fiery gaze instantly shifted from them to the alien werewolf.

The two kids whimpered fearfully as the they saw what looked like two claws protruding from its wrists extend outward by at least half a foot.

The shadow veiled colossus then unleashed a primal roar so powerful its resonance echoed for miles.

Instantly the two werewolves broke their locked stare down as they at last noticed the newcomer's presence.

"**Lemme tell ya something Yenaldooshi!**" it shockingly bellowed pointing menacingly at the Loboan. "**If you want to take a bite out of someone then get ready to chew on my fist smashing your face in!**"

Without further adieu the newcomer instantly exploded out from the shadows, rocketing past the trio and crashing into the wolf with the full force of a jet propelled battering ram.

The trio stared in shock as the now exposed tiger like behemoth slammed his forearm into the werewolf's chest as he bolted past, bringing the alien man-wolf crashing to the ground.

"Don't know who or _what_ that is, but I say we get out of here before we're next!" exclaimed Gwen.

With Ben and Kai nodding in full agreement the trioquickly turned and hightailed it away from the scene, leaving the two creatures to finish each other off.

Despite no audience to bear witness the battle of the beasts raged on as the newcomer jumped over the wolf and brought his hulking elbow smashing into the wolf's solar plexus.

As the helpless beast gasped desperately for the air the blow had knocked from its lungs the tiger like behemoth picked up the wolf by its chest fur. "**Come on!**" he thundered into the wolf's face. "**You wanted a fight and now you got one! SO SHOW ME WHAT YOU GOT!"**

More than happy to oblige the purple eyed werewolf instantly split open its jaws as it unleashed devastating purple sonic howl into the Appoplexian's face at point blank range knock it from its attacker's grasp as the newcomer was sent reeling backward.

The Appoplexian was unable to help itself from grinning. "**Now that's more like it!**" he shouted with pumped up enthusiasm. "**Rath is going to call you Loudmouth, Loudmouth! You know, because you've got a loud mouth!**" He then cracked his knuckles and then his neck as he loosened up for round two. "**Now let's go!**"

Without any hesitation the Loboan pounced at the Appoplexian claws and teeth borne to finish its attacker.

Unfortunately having never actually encountered an Appoplexian the Loboan had no idea what a mistake it just had made. True while a Loboan had the advantage of speed and stealth over an Appoplexian it had nothing on Rath's raw strength, fighting prowess, and just overall unbridled savagery.

With savage ferocity the beast instantly smashed its fist into the werewolf's windpipe cutting off its howl. He then dealt the wolf a powerful knee to the stomach, and as wolf keeled over in pain the battle hungry Appoplexian picked the wolf upside down and with the beast securely locked in its hulking arms sprang high up into the air. "**POLARIS PILE DRIVER!**" he thundered as they came crashing back into ground.

He then once again picked up the now all but unconscious wolf and locked it's arms behind it as he began ran towards the largest boulder of the rock formation like an out of control steam engine. "**ANTARIAN ARM BAR!**" he shouted as he brought the Loboan crashing face first into the large boulder.

"**OPHIUCHUS FACE-PLANT!**" he bellowed into the wolf's ear as he then peeled the werewolf's face off the boulder as he then hoisted the werewolf over his head, hooking its dazed head with his right hand and its leg with the other as he readied to deliver the finishing blow. "**PROXIMA CENTARI POWERSLAM!**"

With all of his strength Rath powerfully launched himself high into the air the powerfully flung the wolf to the ground before curling up into a cannon ball and crashing shoulder first onto the werewolf with such explosive force, the ground beneath them began to rumble as it riddled with fast spreading cracks and fissures before suddenly giving way as a cavern beneath the surface collapsed in a massive cave in.

As the earth quickly began to swallow everything up Rath quickly turned to rescue the three kids from being pulled under only to find they were nowhere in sight. He had been so preoccupied with the fight he failed to notice their fleeting departure.

Rath exhaled a grunt of annoyance. "**Hey! Where'd they go?**"

Guessing they were safe Rath launched himself off the unconscious Loboan just seconds before it was swallowed up by the newly made sinkhole and began bounding from boulder to boulder they were slowly dragged into the churning whirlpool of earth.

Upon escaping the sinkhole's reach Rath then sniffed the air and upon detecting their faint scent went into hot pursuit after the trio, letting out a snarl of annoyance as he quickly picked up speed.

Stupid kids! How was he supposed to save them if they ran away?

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

Gwen wheezed and gasped desperately for breathe as she at last came to a stop and set her two passengers back on the ground, unable to run any further.

Running at top speed the trio had cleared what felt like half a mile before Ben and Kai could run no further leaving Gwen to carry them the other half.

"Think we're safe?" asked Kai, her eyes darting from the Tennyson cousins to the direction of the wolf.

"I… hope… so…" Gwen gasped as she crouched on all fours trying her hardest not to collapse from exhaustion. "I… don't think I… can… do that… again."

"I think were good guys," Ben concluded as he peered into the moonlit distance the left behind them.

Gwen nodded as she sat atop an nearby rock, at last catching her breath. "Me too," she agreed. "The way those two things were tearing into each other I doubt we'll have to worry about either of them chasing after us."

"Ship," a forth voice concurred.

"What was that!" Kai exclaimed, eyes fearfully darting about the surrounding desert.

Quickly the two cousins scanned the area but found nothing. "Great, now what?" Gwen groaned. First getting wolfed up, then a near death experience, then a monster slugfest and now voices out of nowhere. Just _once_, when they went somewhere this summer couldn't their biggest problem be getting stuck in traffic like _normal_ tourists?

"Ship," it chirped again.

Kai's eyes widened in panic as she whipped her gaze towards her pocket as the voice once again spoke. "Ship."

With speed she didn't even know she had she instantly plunged her hand into her pocket and yanked out a small black iphone with glowing green circuit like lines etched across it.

"What is that?" Ben asked looking at the strange device.

"Whatever it is it's not mine," Kai replied, nervously keeping a fixed gaze on the device.

Just then a glowing green a circle opened on the cell's screen like an a eye. "Ship," the device suddenly said.

"Aaahh!" Kai screamed as she tossed the phone from hand to the ground.

As the cell phone hit the ground it suddenly swelled and expanded as it transformed from a cell phone into its normal black and green glob like shape.

The trio stared wide eyed at the small creature in a mixture of fright and curiosity as it in turn returned their gaze with a somewhat perplexed stare of his own. "Ship?" he asked, breaking the silence as he tilted tilting his head slightly.

For what seemed like an eternity passed as the girl turned wolf and the two ten year olds tried to figure out how to react. It was Ben who at last broke the stunned silence between them. "Hey Gwen check it, it's a mini-me of one of your heroes," he laughed.

Kai questioningly turning to the orange furred girl-wolf with an arch eyebrow. "Heroes?" repeated.

Apprehensive about talking about the Omnitrix to the girl, at first Gwen bit her tongue while casting Ben an angry glare but then just gave a resigning sigh. She was really too tired to try and come up with a good lie right now. "Back when we just started our summer with grandpa I got fed up with dealing with doofus here-"

"Hey!" Ben interrupted in protested.

"-and went for a quick hike in the woods to blow off some steam," Gwen continued. "Next thing I know I nearly get wasted by some kind of space pod. When I looked in the crater it opened and a watch that could turn me into one of ten super powered aliens jumped out and latched onto my arm. Since then our vacation has a non stop rollercoaster of aliens attack, psycho robots, mad scientists, crazed wizards and witches, and now – added to the roster – classic movie monsters. In short, an interesting vacation."

Kai just stared at the girl-wolf. "Uh… wow?" was all she could say, hoping she had used the right kind of reply for someone just being told something like that as she redirected her gaze to the little dog sized black and green glob.

"Ship?" the mini mechamorph asked looking up at the Navajo girl.

"He's cute," she finally concluded.

"Ship ship," he merrily replied glad he had her approval.

Curiously Gwen approached the mini mechamorph. "He certainly looks one of my heroes," she noted, looking him over.

"Yeah, except a lot smaller," Ben agreed.

"Do you think maybe he's a baby?" Kai speculated.

"Maybe, I guess," Gwen replied.

As they curiously looked over the small alien, wondering whatever questions they may have had something came crashing down behind them. The trio whipped their heads around only for their eyes to bulge in panic as standing before them was the tall hulking tiger like creature that had so viciously attacked the werewolf who – from the complete lack of any seeable mark on the cat like creature – had been the loser of the brawl.

"**You three are a lot of trouble, you know that?**" he gruffly huffed as he approach the trio who all stood before him frozen in fear.

All that was, except Gwen. Without hesitation she stepped between the two kids and the approaching creature. "Back off! I'm warning you!" she snarled.

The cat like beast met her a snarl in kind. "**Lemme tell ya something Gwendolyn Tennyson, I just saved your butts!**" he shouted at her, clearly in no mood for empty threats. "**If you don't like that, I will go back there, drag Loudmouth back here, and you can go a round for yourself!**"

"Ship!" Ship scolded the Appoplexian as he scampered past Gwen to face off with the beast.

"**What, I'm just saying,**" the beast protested, drooping his head a little. "**Rath kicked Loudmouth's butt, so Rath should get some respe-**"

The Appoploxian stopped short as his fingers shot out intercepting a tranquilizer dart, snatching it out of mid air before it could hit him in the neck. He let out a snarl as he heaved the dart into the ground and madly bolted towards the two middle aged men who had stealthily arrived on the scene.

Before any could react Kai grandfather was tackled, disarmed and in a headlock. "**Lemme tell you something Wes Greene!**" Rath thundered as he tightened his grip around the man's neck. "**Rath told you never to do that again!"**

"Grandpa!" Kai screamed in terror.

Realizing he was scaring her Rath quickly let the retired plumber go.** "I'll let you off easy this time Wes Greene, but if you shoot at me more time I'm going to shove that gun up somewhere you don't want! **_**YOU GOT THAT?**_"

"Got it," the man gurgled as he regained his breath.

"Think it's time we settled down and talk," Max said, casting a glance down at the mini mechamorph and then towards the Appoplexian. "Isn't that right, 'Carl'."

"_CARL?_" the trio on shock.

Smirking the Appoplexian reached up towards the plumber insignia on his chest which both Ben and Gwen had failed to notice before and gave it a light tap. Instantly the Appoplexian was enveloped in a swarm of swirling green light which quickly discapated, giving way to the green eyed, brown haired nineteen year old. "Me," he confirmed with the same smirk.

There was a long awkward moment of silence until Gwen at least spoke. "Y-you… You…" she began.

"Me… me…" Ben humorously goaded, waiting for her to finish her sentence.

"You… You… JERK!" she at last screamed in livid rage. "YOU STOLE MY OMNITRIX!"

Ben blinked at the girl turned wolf in surprise. He certainly hadn't expected her to say that. "Did not," he countered, his smirk only widening as he tried not to laugh from the glare she was sending him.

"Yes you did!" she snarled. "Give it back!"

"Can't, don't have it," he replied with a shrug.

"Yes you do!"

"No I don't," he replied. "But if you want it so bad, it should be making reappearance probably right about… now."

No sooner had the words left his mouth then a familiar electronic whine drone from Gwen's wolf body as her clothing suddenly was transmogrified to a light purple and navy blue trimmed costume which sported the white and black Omnitrix crest over her stomach.

'Carl' couldn't help but flash her a smug grin. "Told you," he chuckled. "I bet your feeling really foolish right now huh?"

Gwen would have growled at him but she was too busy staring at herself in shock. As the shock quickly wore off she narrowed her eyes glaring at him thinking about how much she'd like to smack that smug grin off his face. He was such… such a JERK!

As she continued her glare as this newfound information kicked her brain into high gear with realization. "Wait, you mean I'm some kind of _alien_ werewolf!" she exclaimed incredulously.

'Carl' nodded. "That's right," he replied. "The Omnitrix acquired the DNA when I snagged you guys from the flood earlier."

"Wait, you…? _That was you?_" Kai asked looking at him with both shock and interest. A look he remembered all too well from the Kai of his universe.

"So you've got an Omnitrix too?" Ben asked his older alternate counterpart.

'Carl' nodded as he pulled back his jacket's left sleeve to reveal the green and black hourglass shaped crest. "That's right," he replied with a chuckle. "Told you guys I've lived an interesting life."

"Alien werewolves," Max sighed shaking his head. "And I thought this summer couldn't get any more bizarre."

Oh just wait, 'Carl' couldn't help but think with a mental chuckle.

It was then that Gwen was suddenly struck with another realization. "Wait a minute," she snarled, glaring at the brown haired teen. "You mean you knew this was the watch acting up this _WHOLE TIME!_"

"Yep, pretty much," he answered as she once again stared at him in shock. "Sorry I didn't mention it sooner, didn't really think it was important."

"'_**Didn't really think it was important!**_'" Gwen roared angrily. "You-you-you-"

'Carl' arched a teasing eyebrow, goading her to spit out her sentence. "I-I-I-?" he repeated, only fanning the girl-wolf's temper.

"_**YOU JERK!**_" she screamed in pure fury.

Instantly the four segment of her mouth split open, momentarily exposing the green glow of her throat before a massive glowing emerald sound shockwave erupted from within and sent the brown haired teen flying backwards. Apparently the alien's wolf wail powers had at last kicked in now that she had become a full fledged Yenaldooshi.

As the sound died down and Gwen segmented canine maw closed, 'Carl' quickly rose back to his feet and dusted the desert's sand from his emerald jacket. "Don't know if I deserved _that_," he mused as he re-approached the group.

"If you want I can use these instead," Gwen snarled, presenting her claws for him to see.

Thinking it would probably be best to have this conversation while Gwen was more herself, deceptively 'Carl' outstretched his hands in defeat. "How about I go with 'none of the above' instead?" he replied as a sly smirk flashed across his lips.

Before anybody could react, with near XLR8 fast speed 'Carl' suddenly reached out and touched the crest over her stomach activating the Omnitrix's reversion process.

Instantly the transformed girl-wolf was enveloped in a green light and the irate Loboan was switched replaced by Gwen's normal ten year old self.

"So… truce?" Ben asked as the red headed, green eyed girl as she stared at her restored body in stunned shock.

"How did…?" Gwen whispered as she looked at the smirking teen standing before her.

"Again, interesting life," he again reminded the girl. "Now about that truce…"

Wary of the green eyed teen Gwen looked to her grandfather who in turn nodded gave a hesitant nod of approval, silently telling her to play along until the green eyed teen's motives became a bit clearer.

Reluctantly Gwen finally sighed and nodded. Having worn her own Omnitrix for the past several weeks and having seen one of 'Carl's' aliens she now knew that the watch could turn her into more than just ten aliens, and if she played her cards right she might learn a few new tricks working it from him. Clearly he knew his way around his. "Alright, truce," she replied. "Just try not to be such a jerk."

"No worries, there that was just an act anyway," he chuckled.

"Ship!" Ship happily barked as he jumped up and down with the joy of the two Omnitrix wielders.

"So where'd you get _your_ Omnitrix?" Ben asked excitedly. "What aliens can you turn into? Are they all as cool as that guy with the claws?" He excitedly pointed to Ship. Where'd you get this guy from? Why's you're watch green? Why-OW!"

The overly excited Ben was cut short as Gwen delivered a slap to the back of his head. "Please forgive him," she apologized. "Sadly he was born without a brain."

"Eh, no big deal, I was ten once too," he replied with a laugh.

"So where exactly _did_ you get yours," asked Kai curiously.

Before 'Carl' could reply the night air was suddenly splintered by the wail of a Loboan wolf howl, replying to the one Gwen had unleashed on the obnoxious teen.

"Long story," he absently replied as narrowed his eyes, staring off into the distance. "Remind me to tell it to you sometime. How about after we find us an alien werewolf?"

'Carl' activated the holographic display of his Ultimatrix and began twisting the dial, searching for the right form. "It's hero time!" he exclaimed as he pressed down on the dial.

Instantly the brown haired green eyed teen was engulfed in blinding emerald light as his body was transmogrified from human to alien by the green omni energy. The transforming green light was quick to dissipate revealing a cloak blue and black wraithlike figure. "**Big Chill!**" the newly transformed Necrofriggian proclaimed with an eerily cold ominous voice.

Everyone stared in surprise at cloaked figure now standing in their midst. "Wow," Kai said in awe.

Ben's eyes narrowed bitterly at Big Chill. He did not like how Kai was so impressed with him. "Um why'd you shout your heroes name, it's kind of lame," he pointed out, trying to taint Kai's regarding opinion of the newly transformed alien.

"Because it's feels really cool," Big Chill replied with a smirk, puffs of visibly chilled air exhaling from his mouth as he spoke.

Giving a thoughtful shrug Gwen switched the display of her Omnitrix and began twisting its dial as she selected her own form. Pressing down the dial she too followed 'Carl's' example and went hero as she was enveloped in the devices transforming green energy.

Instantly her body grew and was transmuted into the scorching magma based life form of a Pyronite. "**Fire Hazard!**" she proudly shouted when the light had faded.

Gwen gave a mental groan of frustration. As much as she totally hated to admit it 'Carl' was right, the transformation name thing _did_ feel really cool. Not that she would ever admit it to him of course.

"So… Fire Hazard huh?" Big Chill repeated, masking his surprise with a tone of veiled sarcasm. "That's an… _interesting_ name."

"Oh and I suppose _Big Chill_ is any better?" she retorted with equal sarcasm. "Gee, hmm… let me guess, ice powers right?"

"Touché," he chuckled while secretly mulling over this surprising new information. Apparently Gwen's name for her Pyronite form wasn't the same as his, which – now that he thought about it – did make sense. Since she had been the one to find the watch, it was only natural that her hero names would vary from his.

With this new information in mind it was becoming fairly clear there were more differences to this world then had first met the eye.

His mind quickly returned to the present as another wolf howl echoed throughout the night.

"Ship ship _ship!_" Ship growled in the direction of the fading howl.

"Ship's right," Big Chill agreed, focusing on the matter at hand. "Let's go find that thing before it hurts someone." He then turned to Wes and Max. "Okay here's the plan. Me, Fire Hazard and Ship will go after the wolf, the rest of you head back to town where it's safe."

"Hey I can help too!" Ben protested.

Big Chill shook his head, wondering if he had really been this stupid as a kid. While he was concerned for their safety since things hadn't played to the same tune as they had in his world, he was also trying to give his younger counterpart some alone time with the boy's crush.

"So can I," Kai added. "I can guide you through the terrain."

"Thanks but no thanks," declined Big Chill. "I've been in this area before so I already know my way around, and as for the terrain that won't be much of an issue."

"Cocky much?" Gwen retorted.

"Just trying to make sure everyone makes it out of this," he coldly said, dead serious.

"Still it would probably be a good idea if you had someone who really knows this area," Max observed while subtly gave his Navajo friend a discrete nod, telling him to keep an eye on 'Carl'. There was something about the kid he wasn't sure if he liked or not. The kid clearly knew a lot more than he was letting on, which made him wonder if this all might be part of some plot to separate Gwen from the group and steal the Omnitrix or worse. And even if that wasn't the case there was no way he was going to let his granddaughter take off with some teenager un-chaperoned in the middle of the night, he _was_ a grandfather after all.

"Which is why I'm going with you," said Mr. Green absolutely as he readily cocked his dart gun to take down a wolf.

Big Chill exhaled a weary sigh as he shook his head, clearly outvoted. "Fine," he said. "Just stay clear when we find the wolf."

Wes nodded understandingly.

"You mean when _I_ find the wolf," Fire Hazard chuckled as ground beneath her feet began to hotly smolder as a cone shaped chunk broke away from the ground lifting her upwards before taking her rocketing off into the distance. There was no way she was going to let that jerk take the glory on this.

"Gwen wait-!" Max shouted after his granddaughter as she went flying off into the distance like a flaming comet.

"Looks like the race is on," Big Chill observed with a chuckle, before looking down to his sidekick. "Ship think you could give Mr. Green a ride while I catch up to miss eager?"

"Ship!" Ship enthusiastically exclaimed as he suddenly swelled and expanded as he transformed into a large motorcycle.

Glad to see transportation for Kai's grandfather was being handled Big Chill then unfolded his hooded 'cloak' and unfurled his wings, once again surprising everyone. "Later," he said before quickly taking to the night skies in 'hot' pursuit of his cousin's dimensional counterpart.

As he quickly made his approach his thoughts couldn't help but flash back to when he Gwen, and Kevin had encountered his younger self during their excursion to the forge of creation.

He remembered how even despite the age difference between his past self and Gwen the two had clashed just like old time, with some maturity on Gwen's part of course.

Just like the fire and ice symbolism of their present forms it seemed – even with the roles reversed –clashing between the past and the future was natural, whether it be despite age _or/and_ dimensions.

"Well aren't you just full of surprises," Fire Hazard sarcastically observed as he caught up with her, noting his wings.

Big Chill couldn't help but give a chuckle as they soared through the air. "Trust me Gwen, you have no idea."

**Author's notes:**

And so ends chapter 3 of Ben Ten: Past Tense and Beyond fic fans, hope you liked it.

To begin with, for those of you who may be wondering YES, one of the many differences between this universe and Ben's is that all of Gwen's aliens have different names than his. I've also hinted towards another in this chapter which you may or may not have picked up on.

There are many more surprises yet to come, _including_ a certain villain yet to be revealed. (Just a little teaser to keep you guessing. Hee hee!)

Finally, I would like to thank my reviewers for their reviews not just for this fic, but for _all_ of the ones I'm writing. It's AWESOME to get feedback from your readers and I just love reading them.

Oh, and before I forget, I'd also like to say that if you would please feel free to give any Alien hero name idea's for Gwen's forms you may have in your reviews. I've already come up with my own but I'm willing to use yours if I like them more.

Until next time fic fans!

Codecrash out.

Love, peace and chicken grease.


	4. Chapter 4

I don't own Ben 10 or any of the characters therein. This Fanfic is for entertainment purposes only. NONPROFIT YOU READ ME!

Chapter 4

Flying in elegant blue majesty the transformed teen turned Necrofriggian soared alongside the ten year old inter dimensional counterpart of his cousin Gwen turned Pyronite as they scanned the desert below, searching for any sign of their Loboan quarry.

"Anything?" Big Chill asked as his green optics continued to searching in vain.

Fire Hazard shook her head. "Nothing," she replied sourly, getting restless to kick some alien werewolf tail. Glancing below she took note of Kai's grandfather riding Ship as he slowly and diligently followed after as he used his honed tracking skill as he followed the alien's tracks, slowly but surely leading them to the beast. "But at least we'll find him sooner or later with Mr. Green's help."

Big Chill exhaled a weary sigh. The Loboan was a lot tougher than he had thought. Upon returning to the freshly made pit left by Rath's brutal brawl they had discovered tracks leading away from a freshly dug hole. By some miracle the wolf had actually somehow survived.

It was then they saw the Navajo man suddenly hit breaks and began waving them down. "Looks like something's up," Big Chill observed as he quickly shifted his wings and went into a nosedive towards the ground. "Race you there."

Accepting his challenge Fire Hazard quickly directed her hands behind her then suddenly unleashed a huge blast of propelling flame from her palms, sending her rocketing towards the ground at near mach speeds. "You're on Chilly!" she laughed as she was sent rocketing past him.

Just then the Omnitrix symbol on Fire hazard's chest began to chime as it flashed red. Before she could react Fire Hazard was instantly enveloped in emerald green light and replaced by Gwen.

The restored ten year old screamed in terror as she continued to rapidly plummet out of control towards the ground.

However her fall was stopped short as two arms securely wrapped around her and her blue savior spread his wings instantly catching an updraft and bringing them soaring back up into the night sky.

Gwen opened her eyes to see the alien gaze of Big Chill worriedly starring down at her as he securely held her in his arms. "Gwen are you okay?" he asked exceedingly worried. "I'm so sorry, I shouldn't have-"

The Necrofriggian was cut off as suddenly Gwen fearfully clamped her arms around him with force of a vice, effectively cutting off the air to his lungs.

Overwhelmed by the frightened panic of almost dying Gwen instinctively buried her face into his chest as she choked back frightened sobs as she tried getting a hold of herself.

Big Chill's eyes widened with panic as she continued to hide her face from sight and reign in her emotions. Needless to say he was a little freaked out by this. Gwen was crying! He'd never seen Gwen cry before! _Just what was he supposed to do here?_

Not knowing what else to do he merely kept quite as he soothing tightened his hold around her as they floated high over the desert below, silently assuring her she was safe.

Big Chill knew more than anyone just how the girl in his arms felt, it was a lot of pressure to be left responsible with the power of an Omnitrix, especially for a ten year old.

He could remember how he had always put on a brave back when he had been ten, but in truth he also remembered how scared he had been back then. But whether it had been alien or himself he had always pushed past that fear to help those in need and he knew he probably wouldn't have been so brave if it hadn't been for his grandfather and Gwen who had always been there in times when he needed strength.

But even then there had been times when it hadn't been enough, there had been moments when it had all taken too much of a toll on him and he too had broken down much like Gwen was now, though for him he had managed not to let it show from them so as not to let his grandfather and cousin worry.

After a few moments had passed Gwen – having finished calming her nerves – at last pulled her head away as she quickly wiped her eyes clean. "S-sorry," she quickly apologized.

Understanding her desire not to have this talked about, Big Chill merely tilted his head in confusion, feigning cluelessness towards the girl. "For what?" he asked in confusion as if he had absolutely no idea what she was talking about.

Gwen stared at him for a good long second before at last realizing what he was doing and merely gave him a grateful smile.

Continuing his charade Big Chill just shrugged before changing the subject as he descended down from the starlit sky.

"Are you alright?" Wes asked Gwen as they touched and Big Chill lowered the redheaded girl out of his arms and back on her feet.

"I'm alright," Gwen replied with a shrug. "No big deal, right Carl?"

"Big Chill," he amended. "And yes everything's fine. Now what did you signal us for?"

"I just got word over the walkie-talkie from Max," he began grimly shaking his head. "He said the NASA tracking station up on the north ridge was just destroyed by the wolf. A couple of the guards were ripped up pretty badly."

Big Chill's eyes narrowed contemplatively, as he remembered how that had happened in his world as well. This spoke volumes as it meant that despite the wolf's change tactics its objective was still the same as the one from his earth. This meant that this world's Zs'Skayr's plan was most likely the same as well, which meant as long as he kept a low profile by staying Big Chill then Zs'Skayr and Dr. Vicktor would probably just think he was a Necrofriggian Plumber working with Gwen. Quickly he refocused back on the present. "Any more good news?" he asked, somehow just knowing this was a bad news worse news scenario.

Wes regrettably nodded as he pointed to a nearby cliff face. "The trail goes into cave over there," he replied grimly.

"Let me guess you probably won't be able to track it as well in there," Gwen wearily assumed.

"I can still track it, but the caverns and tunnels run through this entire area, if the alien has been using them to get around then could take a while to sort out the old trails and the fresh one," he replied.

"Which means we've might as well have lost the scent, too bad we're short a bloodhound," Big Chill sighed, secretly hoping Gwen would pick up on his subliminal hint.

Upon hearing the words 'scent' and 'bloodhound' Gwen's face immediately lit up with inspiration. "Actually I think I might have just the hero for the job," she said as she activated the Omnitrix's display and began twisting the dial.

Big Chill eyed the watch as she went through its roster. "So exactly how many aliens, do you have in that thing?" he inquired as she continued to twist the dial.

"Actually counting the wolf I've only got ten," she replied.

"Just ten?" Big Chill said somewhat surprised.

"Well it should really be eleven but one of them went psycho and somehow came out on her-er, I mean _his _ own… don't ask," she absently said as she at last came on the form she was looking for. She glanced up at the teenage alien moth man. "Why, how many do you have, and while I'm at it _just how come you haven't turned back yet __**too?**_"

Expertly he hid his surprise at this new factoid. Apparently Gwen hadn't unlocked any aliens since getting it like he had. He supposed that made sense though, as kids Gwen had always been more level headed compared to his impulsiveness. He remembered how his Gwen had often warned him not to mess with the watch during his random button pushing while trying to unlock new aliens and the master control. Obviously Gwen followed the same playbook in handling the watch. "Answering in order, one; I stopped counting just after the thirtieth, and two; my watch doesn't have that problem," he replied.

Gwen sent him the dirtiest of looks. After all the craziness she had been through this summer, this guy had the nerve to just popped up out of nowhere with an Omnitrix that not only had more than thirty aliens _but it didn't clock out either!_ Really starting to get annoyed by him the redheaded Omnitrix wielder suppressed an overwhelming urge to hit Carl just on principle alone.

"What?" he asked, noticing her angry gaze.

Gwen shook her head clearing away her frustration. "Nothing," she grumbled sourly as she refocused on the watch. "_Going K9!_"

And with that she pushed down the dial and was enveloped in the transformative emerald omni energy. Quickly her body was seemed to devolve as it became covered in white fur while her front arms grew in size as sharp claws began sprout from her fingertips along with bluish porcupine-like quills from her bestial head and back.

Almost instantly the light faded to reveal the newly transformed white Vulpimancer standing in Gwen's stead, equipped with a dark blue and light purple shoulder pad sporting with Omnitrix insignia on her left shoulder. Being unable to speak and proclaiming her name like most aliens K9 instead let out a low guttural snarl.

"'_K9_' huh, good name for a Vulpimancer," noted Big Chill approvingly as he looked over her Vulpimancer form.

"Ship," agreed his mini mechamorph friend with a nod.

Inwardly glad he liked her name, K9 quickly began inhaling in several deep breathes through her gill-like nostrils as she examined the air, and sorted the hundreds of aromas as she search for the wolf's scent. It took very little time for her to find it.

With a guttural growl K9 quickly bolted towards the cave opening in the cliff side. "Looks like she's picked up the scent," Wes observed.

"You think?" replied Big Chill as he spread his wings and floated in pursuit after the white Vulpimancer.

Quickly Ship transformed into a blaster and bounced up into the retired plumber's hands. "Ship!" he exclaimed eagerly ready to spring into action.

Wes nodded to his newly formed weapon in hand and with said weapon at the ready ran after the two aliens.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

As he and Wes followed after K9, Big Chill couldn't help but feel a serious case of déjà vu. The caves on this world were just as their parallel counterparts on his Earth. Everything from the coolness of the cave's wall to the faint tinge of sulfur lacing the air was the same.

It was then that the girl turned white Vulpimancer stopped in her tracks as she took a reaffirming sniff then turned and began to gutturally let out a series of moans, trying to tell them the sulphar she was detecting in the air was getting stronger and was strangely heated.

Big Chill grinned, understanding her perfectly thanks to the Ultimatrix's universal translator function. "What's that girl?" he joked unable to resist. "Timmy's fallen down a well! Come on girl, show us where!"

If K9 possessed eyes they would have been glaring at him, right along with Mr. Greene.

"What?" he asked, shrugging off their glares as they resumed their way through the caverns. "Oh like you wouldn't have said the same thing."

"We're tracking a dangerous alien and you're wasting time with bad jokes," Wes said coldly as they entered a large cavern.

"Relax already she just said the sulfur smell was getting stronger," he said rolling his green bug like eyes. "And for the record, there's _always_ time for bad jokes."

Just then K9 stopped dead in tracks as she took a defensive stance and let out a fierce growl towards a nearby darkened area.

Eyes glowing purple the Loboan emerged from the shadows, teeth and claws borne and at the ready to viciously tear into their flesh.

"See, here's one now," he quipped gesturing to the wolf.

With a vicious snarl K9 instantly sprang into action, sinking her claws into the cave's wall in a ferocious bestial charge as she rapidly began scaling the cavern's wall towards their enemy.

"Gwen no!" Big Chill shouted, knowing that the wolf wouldn't have left himself so exposed like this unless he had a reason.

Just as predicted the wolf split open its maw and unleashed a massive blast of purple sonic energy down on the incoming white Vulpimancer.

Instantly Big Chill spread his wings and took flight between the impending collision of sound and Vulpimancer, unleashing a massive torrent of icy fury from his hands and mouth that came slamming into the wolf's sonic howl buying K9 enough time to get clear.

Seeing his cousin's Vulpimancer counterpart clear of the wolf's continuing attack Big Chill quickly broke away from the standoff with a flap of his mighty wings.

As he landed beside K9 and Wes Big Chill narrowed his eyes at the Loboan wondering just why it wasn't attacking them. Well whatever it was planning it was going end before it could start.

Quickly Big Chill reached for the Omnitrix crest on K9's shoulder. "Time for a change in the lineup," he said touching the emblem.

Instantly in a dazzling emerald flash K9 was enveloped in the Omnitrix's transformative energy and was transmuted into an entirely different species. Bones twisted and reshaped growing denser, eyes reforming on her face as her body swelled and expanded into its new humanoid shape.

As tough as a Vulpimancer was it didn't have anything on a Loboan's ferocity and if what Gwen had said about her current playlist was true then there were only two forms she had that could take on the wolf, and since their enemy had more experience as a Loboan then that only left one remaining option.

The light quickly faded to reveal a hulking red haired Tetramand dressed in a dark blue, light purple, and white costume with the insignia of the Omnitrix located on her upper left shoulder. The newly formed four armed female alien flexed her powerful muscles, ready to live up to her name as she thunderously proclaimed it to the world. "**Knockout!**"

However before anyone could even flinch, the entire area began to rumble and shake. Big Chill eyes widened in alarm as he saw the wall that had been caught in wolf's attack began to crack like glass as hot air burst out from the fissures. The wolf hadn't been trying to attack K9. It had been trying to attack the wall!

As the wolf quickly fled back into the tunnel behind it Big Chill let loose intense freezing stream from his mouth and hands dowsing the wall coating it in a barrier of thick ice. If this place was anything the caves on his world then he could easily guess what was on the other side. "Unless you to want to be charbroiled by lava then I'd suggest we get out of here!" he shouted as he ceased his freezing assault on the wall and quickly turned to make a fast exit.

Not needing to be told twice Wes and Knockout quickly ran back into the cave behind them with Big Chill in hot pursuit, dowsing the cave in his freeze powers as he flew after them in hopes to slow the flow of the incoming magma now bursting from the frozen wall in the cavern behind them.

As they came bursting into another open cavern Big Chill quickly turned and unleashed twin beams of freezing fury from his hands into the cave, in an attempt to freeze the lava before it reached them. "Ship! Knockout! A little help would be appreciated!" he shouted over the hiss of chilling magma.

"On it!" Knockout shouted as she picked up an enormous boulder and mightily hurled it at the cave's opening. "Heads up!"

Expertly Big Chill broke away from the cave and dodged the incoming flying boulder, and as it came crashing down in front of the opening Big Chill's mini mechamorph sidekick quickly leapt out Wes' hands and transformed into a laser cannon. "Ship!" he exclaimed as he unleashed an intense blast above the boulder, causing a massive landslide which effectively finished sealing off the lava from them.

There was a tense silence that filled the atmosphere as the four of them waited in strained anticipation for a sign to reinforce their makeshift lava blockade. Fortunately after a long moment of hushed silence they were relieved to find that none came.

"Okay," Knockout exhaled as she wiped her brow in relief. "Let's try and not do _that_ again."

"Deal," Big Chill said, nodding with a chuckle.

"Ship," Ship wholeheartedly agreed with a concurring nod.

Big Chill then turned to Mr. Green who had taken the moment to catch his breath. "You alright?" he asked, concerned.

Wes nodded. "I'll be fine," he said. "I'm just not the young man I was back in my plumber days."

"_You're_ a plumber?" Knockout said in surprise.

"Was," he absently replied as he began searching their new surrounding for a promising exit.

Big Chill nodded. "One of the greats actually," he added with a chuckle. "Right up there with your grandfather and Magister Hulca."

Wes turned and cocked an eye at the human turned Necrofriggian, his attention fully caught.

"Wait what do _you_ know about the plumbers?" Knockout demanded, essentially taking the words out of the Navajo man's mouth.

"Enough to get by," he replied with a shrug, while inwardly enjoying the surprise on Knockout's face. Oh yes, he was definitely going to try and have some fun with this. "Plus it kind of helps when you are one."

"So you're a plumber then," Wes commented. "Well then that certainly explains how you just happen to be here during all this and how you came into possession of your little mechanical friend here."

"Ship," Ship barked with a concluding nod.

"Not to mention how you got an Omnitrix," Knockout added.

"Sure let's go with that," Big Chill said, not really wanting to go into the details just yet given their present situation. "And in the meantime let's focus on the alien refugee from a lame Darkfall flick."

"Wait, did you just say there's a Darkfall movie?" Gwen asked in excitement before casting him an angry glare. "And don't you _dare_ call it lame, Darkfall is awesome!"

Big Chill gulped, mentally berating himself for that accidental slip, realizing he'd forgotten that it was only 2005 in this universe, which meant that that stupid Darkfall series was probably still on its first book. "Okay, one; I saw a rumor on the net," he quickly lied. "And two; Darkfall _is_ lame. It's a badly ripped off version of Romeo and Juliet revolving around some blonde pedophiliac vampire girl and a douche-bag teenage boy toy, 'nuff said."

"You know what," Gwen shouted at him, angrily poking his chest with one of her index fingers. "You-you're-_you're a JERK!_"

Big Chill rolled his eyes at the angered Tetramand. "Whatever," he said as he turned away from Knockout, waving her off with his hand. They had more important issues to deal with right now then lousy literature. "Any ideas on finding the Loboan again Mr. Green?"

Wes shook his head. "Hard to say," he absently replied as he took note of a couple of cave openings.

"What if I went K9 and sniffed him out again?" Knockout suggested, pushing aside her resentment of Big Chill for slamming her favorite book.

"Bad idea," Big Chill said, shaking his head. "You probably don't have long until your Omnitrix needs to recharge, and transforming again would only drain more power and speed up the timeout. I say we wait here for a little bit until your Omnitrix is up to full strength again, _then_ we go wolf hunting."

"What about you?" Wes asked, looking to Big Chill. "Do you have an alien we could use?"

Admittedly Big Chill had thought about it but had quickly dismissed the idea. While there _was_ always the option of him going Wildmutt, unlike Gwen's his Ultimatrix wasn't equipped with a limiter anymore meaning timeout's weren't really an issue for him. However he didn't want to risk the fact that there were now two Omnitrixes to become known to the Loboan's boss Zs'Skayr. There was no telling what might happen in that case, which was why he had continued to stay Big Chill instead of changing heroes or going ultimate. As far as the Loban was concerned he was just another alien. "No sorry," he lied, shaking his head. "We'll just have to go the waiting plan."

"Ship!" Ship concurred, siding with his friend.

Wes eyes narrowed suspiciously at the teenaged Necrofriggian, knowing that he wasn't being honest with them. However whatever suspicions he had were quickly pushed to the wayside as without warning a bestial snarl emerged from a nearby cave opening.

Instantly everyone turned to see two purple eyes glowing at them menacingly as the rogue Loboan emerged from the shadows. "_Or_… we could just get lucky, really _REALLY_ lucky, that always works too," Big Chill quipped as he and the others readied themselves.

Knockout grinned eagerly as she powerfully smacked her two right fists into her left palms, ready to put her current form through its paces against the snarling Loboan. "Oh this is going to be fun," she said ready to deal a serious pounding.

"Don't get cocky, remember what happened last time," Big Chill warned as he stared down the wolf. Now came the hard part of ensuring his guise of an alien. "Alright fang face, listen up! By order of the plumbers I am hereby placing you under arrest for illegal immigration to a restricted world, assault and battery, theft of level two technologies, malicious mischief, and – depending how you want to keep playing this – resisting arrest."

Without a second's hesitation the Loboan's segmented maw instantly split open as it unleashed an intense blast of purple sonic might at its foes.

"Fine, resisting arrest it is," Big Chill muttered in annoyance as everyone quickly leapt out of the attack's path.

Eagerly Knockout cracked her knuckles as she got back up on her feet. "Gee, big surprise there," she quipped cracking her neck in preparation. "And now it's on."

Like an out of control freight train Knockout suddenly went running towards the wolf and with the force of dual wrecking balls sent a massive double fisted right hook his way. However as strong as Knockout was she paled in comparison to the Loboan's speed and ferocity.

With ease the werewolf dodged her attack as it swiftly countered with a vicious slash of its claws up Knockout's torso.

As the fabric of her costume was ferociously shearing through by its claws, Knockout grunted as they razed into her skin, fortunately for her though her skin was too tough for the wolf's claws to fully perforate.

With a wicked grin Knockout instantly clamped all four of her powerful hands as she seized hold of the Loboan's arm. "Big mistake Fido!"

With a mighty swing of her hulking arms Knockout instantly sent the hapless alien werewolf careening out of control and mightily crashing into the cavern's wall, with such force that the whole area shook on impact.

As the wolf quickly rose to its feet Ship quickly transformed into a plasma cannon and delivered a massive blast of laser fire that not only brought the wolf crashing back into the wall but brought it crashing down on him. "Ship ship ship ship!" Ship barked as the dust began to settle and he transformed back to normal.

Big Chill nodded in agreement with his mini mechamorph sidekick as swiftly flew up to the rock pile and laid his hands on it. "But just to be safe," he added as a thick coating of solid ice rapidly spread out from his palms, encasing the entire rock pile and the Loboan within his instant deepfreeze. He then pulled away from his handiwork and gave a smile. "That should chill him out for a little bit."

It was then that the Omnitrix emblem on Knockout's shoulder began beeping and flashing bright red and Knockout was engulfed in red light to be replaced by normal diminutive self. "And not a second too soon either," Gwen added with relief as she glanced at the dial of her Omnitrix which had now gone red as it recharged. She then cast Big Chill an incredulous glance as she cocked an eyebrow. "And by the way, '_chill_ him out'? _Seriously?_"

"Hey you try coming up with a good pun on the spot and see how well you do," Big Chill defended.

"I know, but still you still could have done better," she replied shaking her head. "I mean what are you, my doofus cousin or something?"

"_Shiiiip_…" Ship began before he was intercepted by a glare from Big Chill.

"Ahem!" Big Chill fake coughed, cutting off his side kick as cast him a warning glare that said 'ixnay'. Now was probably _not_ the best time to spill on the inter-dimensional cousin factor.

Noting the curious exchange between the two Gwen curiously glanced back and forth from Big Chill and his diminutive companion, wondering just what it had meant. However she gave a simple shrug she dismissed it from her thoughts. They had just taken the not so big bad wolf down for the count, now was the time to celebrate.

Wes however wasn't quite as dismissive of the odd exchange as he narrowed his eyes at the two in suspicion. He had been a plumber long enough to know when someone had something to hide but knowing better decided it best he kept quiet for the moment. He had also been a plumber long enough to know when to pick his moments, and since his only 'weapon' he could use to defend himself with was allied with the super powered teen, the former plumber knew this was not one of them.

"So what should we do now, now that wolf-boy's on ice?" asked Gwen glancing towards the newly formed mini glacier entombing the wolf.

The latter part of her statement earned her an arched eyebrow and a smirk from Big Chill.

Gwen's eyes widened for a second before she let out a groan of frustration. "Great, now you got _me_ doing it!"

Big Chill couldn't help but chuckle. "What can I say?" he replied with a shrug. "Pun fun's contagious." He then turned his attention back to the frozen mound of rock, ice, and a frosty wolf center, raising his hand to activate the insignia on his chest. "As for our friend here I'll just-"

Without warning the sound of rapidly cracking ice but him off as the wolf's frozen confine began to splinter with fissures before a monstrous clawed hand instantly came rupturing out of the ice.

"You have _got_ to be kidding me!" exclaimed Gwen in panic, instinctively trying to reactivate her watch in futility.

Swiftly Big Chill let loose an immense torrent of freezing breath from his mouth onto the fracturing ice block hoping to refreeze it before the captive inside broke free. But it was too little too late.

Unleashing the power of its sonic howl from the wolf's mouth the glacier detonated in a massive howling shower of shattered rock and ice. The wolf was now once again free to viciously ravage and rend his foes to bloody pieces, something it was now going to take great pleasure in and as slowly and painfully as possible.

Fueled by murderous rage the wolf pounced at the girl who had tossed it about like a pathetic runt pup.

Instantly Big Chill tackled the monstrous alien to the ground, his hands once again releasing their freezing power as the two struggled against the other. "Gwen! Wes! Get out of here now!" he ordered, seeing the murderously wild glint psychotic hunger now in the werewolf's glowing purple eyes as he fought to keep his hold on the beast.

"But we-!" Gwen began in protest.

Big Chill was in no mood for debate, Gwen was defenseless and he had already lost someone he cared for, there was _not_ going to be two! "_SHIP TAKE THEM NOW!_"

"_Ship!_" nodded the mini mechamorph as he turned and leapt on Gwen.

Instantly the metallic black and green blob began expanding as he rapidly enveloped Gwen's ten year old body much to Wes and Gwen's horror.

As the blob-like alien engulfed her in its smothering embrace, Gwen began screaming in horrified panic until at last she was seemingly swallowed whole by Ship's smothering being.

Suddenly the blob began reformed its shape as it hardened and transmuted itself into the powerful shape of its heavily armed battle suit form.

Now standing at over nine feet tall Gwen stared down at her newly armored hands through her green visor in near awestruck silence. "Wha-?"

"Ship!" exclaimed her newly formed armor as it suddenly sprang to life.

With Gwen now safe from harm instantly Ship ran to Wes, scooped him over his newly formed shoulder and ran for the nearest cave opening in sight.

Instantly the wolf broke from his struggle with the Necrofriggian and pounced after his escaping prey but was sent reeling backwards as the opening suddenly collapsed by a blast from a rocket launched from the fleeing mechamorph's back.

Enraged they had escaped the wolf opened it maw to blast away the collapsed opening when it was suddenly hit from the back by the freezing subzero stream of Big Chill's freezing breath. "Hey ugly remember me?" he taunted, returning the beast's focus back on him. "The blue alien who just turned you into a wolfsicle?"

With vicious snarl the wolf turned and pounced at it winged enemy but was quickly evaded as Big Chill dodged his attack by taking to the air.

"Oh so close," Big Chill tauntingly jeered, hoping to rile the wolf further. Right now the savage alien was already angry but the heroic Necrofriggian knew if he continued to push it then the wolf's anger would get the better of it. Quickly he turned and flew to a nearby opening, thinking it best to lead the wolf as far from his friends as possible. "Later loser!"

Enraged the werewolf gave a mighty howl as he gave chase after the blue alien moth-man.

Expertly Big Chill rapidly flew through the caverns careful not to let the pursuing wolf get to far from him or too close to use it sonic howl, getting a safe distance from the others was his only priority right now. He just hoped he didn't come to a dead end.

Behind him, with the sole purpose of rending its prey into splatterings of blood and eviscerated flesh with its bestial teeth and claws, the enraged Loboan bore down on its prey as it tore through the caves in hot pursuit like a mad beast possessed.

As the chase continued Big Chill suddenly began to feel an odd sense of familiarity, a strange kind of déjà vu that he couldn't explain as it continued to grow stronger the farther he flew.

It wasn't until he made a sudden sharp turn into a nearby an opening that brought him into a huge cavern that he was suddenly struck with recognition. It was this cavern or at least its counterpart in that he – or rather Cannonbolt – had defeated the wolf from his reality.

Quickly Big Chill stopped short in mid air and got his bearings, swiftly scouting the cavern's features as he tried recollecting the events that had led to his Arburian Pelarota counterpart's victory over the pursuing Loboan's parallel twin.

Just then with a savage howling sonic blast the said Loboan came rocketing into the cavern, pouncing with vicious ferocity at the floating Necrofriggian, claws readily drawn to spear into the waiting flesh of the seemingly hapless prey.

With a smirk gracing his wraithlike face Big Chill instantly faded partially into his a blue haze-like state of intangibility only to be met with surprise as he was still struck by the sonic howl's purple shockwave, albeit with greatly diminished force. Thankfully however he still managed to maintain his intangible state allowing the wolf's drawn claws to go slashing harmlessly through him as the Loboan attempted to tear into his ethereal chest.

No sooner had the wolf landed on the ground then it immediately pivoted on its canine heals to leap back at its prey, only to stop short when it saw it right arm rapidly ice over.

"Surprised?" Big Chill queered. "Newsflash you horror show reject, Zs'Skayr isn't the only one with ghost powers. Oh yeah that's right I know who you're working for."

Hearing the mention of it's master's name, instantly the wolf snapped out broke out from its seething rage in surprise before narrowing its eyes at the alien.

Seeing his chance Big Chill instantly swooped down to deliver a chilling attack but was instantly intercepted and pushed back by an even greater blast from the Loboan's gullet.

Big Chill groaned slightly as he quickly flew away from the sonic howl. While his intangibility usually allowed him to evade just about anything there were various types of energies such as bio electrical fields that could interfere with this power or even render it useless. And from the looks of it, it seemed a Loboan's sonic howl was a little of both, thankfully it seemed that any damage inflicted was far lesser than normal while he was intangible.

Still, he decided. Avoiding the howl probably would be a good idea. Time to change tactics.

As the Loboan readied another howl the ghostly blue moth man shaped ether receded into the rock wall causing it to freeze over with a thick layer of ice.

Seemingly alone the reclosed his segmented muzzle as it scanned the cavern for signs of its prey while sniffing the air for any sign of its scent.

Suddenly the Loboan instantly leapt backwards as the ghostly alien instantly came flying out from the spot where the werewolf had just been standing and went flying upwards into the ceiling leaving behind in its wake twin layers of thick ice in the cavern's stone floor and ceiling.

Quickly focusing its senses the Loboan reopened its mouth to unleash it's sonic howl as it again waited.

After a long pregnant pause had passed the wolf suddenly whipped its head to the right and unleashed its earsplitting sonic magnitude at the exact second its intangible prey instantly came shooting up out of the ground nearby, knocking the alien hero out of his intangible state and careening into a nearby wall.

Big Chill groaned as quickly rose back to his feet only to have the wolf's hand grab him by the neck and pin him against the wall and drew back its clawed left hand to deliver the final blow. Whatever this creature knew of it's master died here tonight.

"Okay, I'll admit it that was a good one," Big Chill said, sly smirking as he pressed his against the wall at his back. "But this, this is _way_ better."

As ice rapidly began spreading out from Big Chill's palms the Loboan instinctively launched his claws towards the moth man's head, however it was too little too late. Instantly Big Chill's intangibility kicked in allowing the wolf's claws to harmless pass through the Necrofriggian's ethereal body, spearing into the iced over wall just seconds before its arm froze over from contact with its former prey's ghostly form, thus trapping it in place.

Quickly the now trapped Loboan instantly opened its segmented maw and unleashed an immensely huge sonic blast at the Necrofriggian knocking him to the ground and out cold.

With its prey down the wolf began clawing and biting away at the ice encasing its arm to the wall and finish off its winged enemy once and for all when suddenly everything around them began to shake violently and glowing red fissures rapidly began forming in the wall attached to its hand.

Without warning an agonizing howl ripped itself from its lungs as intense searing heat from the fracturing wall instantly sent unimaginable into the wolf's trapped arm.

And then all hell broke loose as nearly the entire cavern seemed to collapse and give way to a flash flood of molten magma.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

"Wait go back!" Gwen exclaimed in protest as they quickly bolted through the surrounding stone passageways, desperately fighting to control the armor around with little success. "We have to help Carl!"

"Ship ship ship," he replied ignoring her protest as at last they came to an opening that led outside into the desert night air.

"No he won't!" Gwen cried back as he came to a screeching stop and set his Navajo passenger down. "I need to help him!"

Wes shook his head as the black and green armor quickly began to recede from her body. "Gwen enough," he said kneeling down to face the distraught girl directly and placing his hand on her shoulder to both calm her and if necessary, keep her from doing something rash. "Your watch is out of power which means there was no way we could have stayed without at least one of us getting hurt, at least now he handle that wolf without us getting in the way."

"No he won't Mr. Green!" she fearfully cried. "I just know something's going to happen to him!"

"Gwen I'm sure he'll be fine," he assured. "The best thing you can do now is wait for your watch to recharge until then you'll have to stay on the sidelines with us."

Having turned back to normal Ship nodded his one eyed head in agreement. "Ship."

Just then as if on cue a familiar charged electronic ping chimed as her Omnitrix's dial suddenly shifted from its red glow to green. Fearing the worst and now possessing the means to help Carl, the redhead girl instantly broke away from Wes hold on her shoulder. "Looks like I just got tagged in," she grinned as she quickly activated the display and twisted it to her Kineceleran form before slamming down the dial.

In a surging emerald flash of transformative omni energy Gwen's body grew and expanded as the essence of her very DNA was transmuted and her body reformed accordingly, transforming her into a whole other species, alien to the planet Earth.

Within nanoseconds the transformation was complete and in swift flash of green the human Gwen Tennyson had been replaced with the alien that now stood in her stead, however it was _not_ her Kineceleran form. "**Putrifly!**" shouted the newly formed blue and purple clad female Lepidopterran. Putrifly let out an aggravated groan as she then palmed her buglike forehead in frustration and noxious revulsion, this disgusting rancid smelling bug was by far her _least_ favorite of all her forms. "Stupid watch! I needed_ super speed!_ Not _super gross!_"

Exhaling her frustration with the watch's never ending bad timing in a single angry huff, Putrifly then turned and with the rapid flapping of its green translucent wings went launching towards the cave opening, but no sooner had she lifted off the ground then suddenly the entire area began to violently shake as a menacing howl rang throughout the caves before they caved in on themselves in a massive underground avalanche.

Putrifly stared at the now caved in opening as the dust from the collapse began to settle and a cold deafening silence filled the air. After a long pregnant pause she at last broke out of her shock. "NO!" she screamed as she ran towards the caved in opening and frantically began pulling away handfuls of rocks, digging in futility.

Quickly Ship transformed back into his armor form and seized the frantic Lepidopterran girl, pulling her away from the collapsed cave opening. "Ship ship ship!" he cried, pleading for her to stop.

"Let me go!" she cried as she struggled to break free from Ship's grasp.

"Gwen stop and listen!" Wes quickly began as he tried to get her to focus.

"No you listen!" she exclaimed as she continued to futilely try to thrash free. "Carl was in there! I have to try and help him! Now let me go so I can!"

"Gwen listen to me, there's no way to get in there and we have no idea how deep the cave in is," he said trying to calm her down, not that he could blame her for being worried the situation certainly looked grim. "I'll call Max and-" He stopped short as he reached for his walkie-talkie only to discover it missing, presumably lost during the fracas. "So much for that, now we'll have to head back to town and get some help. Hopefully Max has some Plumber gear we can use in the rust bucket."

Reluctantly Putrifly stopped struggling against Ship's hold and submitted, knowing that the retired plumber was right. As much as she hated to admit it none of her nine other forms had the powers that quickly dig through the collapsed caves. Only one of her heroes would have been any good in this situation, her former Ectonurite form, but since that form had been MIA since its escape and demise.

As she was let go Putrifly's stomach curdled and twisted in knots with worry for the brown haired Omnitrix wielder who had saved her life not once but twice.

Absolutely helpless despite her powers all she could do was leave with Ship and Mr. Green and return with help before the clock ran out, and with that thought in mind she quickly steeled her resolve. "Right," she said affirmably nodding in agreement as her wings once again powerfully roared to life lifting her above the ground. "Both of you get on and let's move."

Without hesitation Wes quickly mounted the alien bugs back as Ship quickly returned to his normal size to be scooped up in Putrifly's exoskeletal hands before her wings sent them rocketing into the sky and back towards the town.

Please, she begged to whatever higher power that may have been listening as she tore through the night sky. Please, let him be alright.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

Some miles several miles away a blue transparent apparition of a figure emerged from the solid rock wall of cliff side, quickly spreading its wings as it took to the air.

"_Way_ to close," Big Chill said, shaking his head as he returned to the chilling tangibility of his flesh and blood state and breathed a sigh of relief.

While it had been his plan to trigger a volcanic eruption by freezing the area to the point where the magma that lie just beneath would cause the frozen ground to shatter, it had _not_ been his plan to get knocked out by that final wolf blast. Fortunately he had managed to wake up at the last possible second and get clear. Having once drunken molten iron Big Chill knew that Necrofriggians could take extreme temperatures, but he did _not_ want to see if one could take a swim in molten magma.

While rising high into the air to get his bearings, he quickly spotted what looked like another large alien bug in the distance. It took less than a moment for him to recognize it to be an effeminate version of Stinkfly carrying a passenger.

Glad to see his cousin's counterpart and the others were all right Big Chill exhaled a huge frosted sigh of relief.

With the threat of the alien werewolf clearly resolved and his friends out of harms way he readied his wings to set off in pursuit when just then, out of the corner his emerald bug-like eyes, he caught sight of something else down on the ground, a lone figure standing in the desert.

His eyes grew wide with recognition and elation as he quickly saw who it was. Without a moment his hesitation he immediately swooped down in front of the man and in a dazzling flash of emerald green light as he touched down, transformed back into his normal human self. "Professor Paradox," Ben greeted, thrilled to see the one person who might be able to help him out of this mess. "Am I glad to see you, seriously, you have _no_ idea."

"Professor Paradox?" the immortal time walker repeated aloud, pondering the name over. "Yes, Professor Paradox. I rather like that name. A rather fitting pseudonym I think. But that's beside the matter at hand isn't it. I take it you are Mr. Benjamin Kirby Tennyson?"

Ben cocked a puzzled eyebrow at the time walker's odd reply before his eyes instantly widened with shocked realization. "You're the Professor Paradox of _this_ world, aren't you?"

The lab coat clad man nodded. "I suppose I am," he replied with a slightly surprised smile. "Very astute of you Mr. Tennyson."

"I told you he'd get it right away," an identical voice chuckled.

Ben whipped his head around to met to his continuing shock a second Professor Paradox.

"Yes well you'll have to pardon my surprise that this young man is more astute to the concepts of cross-time than the young Mr. Tennyson of _my_ reality," commented the first Professor. "He is only a boy of ten after all."

The second time walker chuckled as he gave an agreeing nod. "Yes, but rest assured while his destiny may not be quite as grand as this young man he will never cease to surprise you."

"Spoilers?" queried the first Paradox with an arched eyebrow.

"Speculation," chuckled his counterpart. "While there are an infinite number of Ben Tennyson's they do all share one thing in common… their unending ability to surprise."

"Uh…" Ben began, not entirely sure how to respond to what he was seeing.

"Oh I'm terribly sorry Ben," the second Paradox apologized. "I'm afraid we have gotten a little off topic to the matter at hand. To answer the first question that is no doubt in your mind, yes, I am the Paradox of your – or should I say _our_ reality, and as you've already surmised _this_ fellow is my cross-time twin."

"A pleasure to meet you Mr. Tennyson," greeted Paradox's counterpart as he shook a still stunned Ben's hand.

"Rather handsome chap wouldn't you agree?" Paradox jokingly inquired.

Ben stared at the two men as the both gave twin chuckles at the joke. At last he exhaled a tired sigh shrugging off his confusion while wishing with every fiber of his being he had some aspirin right. "Okay… Paradox in stereo, whatever," he sighed shaking his head. "All I need is one to get me and Ship back home anyway. So who's our ride?"

"Actually Mr. Tennyson I'm afraid there won't be any leaving this world just yet," apologized the Paradox native to the current reality.

"_WHAT?_" Ben exclaimed in alarm, quickly turning to the Paradox of his world. "But weren't you the one who said realities – and I quote – 'cannot _must not_ leak into others', end quote."

"Actually what I said was 'cannot _must not_ leak into our own'," Paradox amended with a chuckle. "And yes you are correct Benjamin but things have changed since then. Let's just say that after the incident with Eon in our world the law of cross-time leaks was amended to accommodate for all Bens, Gwens, and Kevins in an effort to save on, shall we say 'paperwork', though if it's all the same to you I'd rather not get into the specifics, they would take an eternity of eternities to explain."

"At the very least," the counterpart Paradox concurred with a nod before he carried on for his dimensional twin. "You'll find Mr. Tennyson that there is an exception to every rule, and it just so happens you and your friends are it."

"Gee, don't I just feel lucky for us," muttered Ben less than thrilled.

"If it helps any at all Ben be happy in the fact that you are not the _only_ Ben out there facing this dilemma," the Paradox of his world offered giving him a sympathetic smile.

"Wait… what?"

The Paradox from his world nodded. "Yes, for example one of you has taken on a whole new hero persona, in another you're currently the prisoner of a race of women warriors, in yet another you've defeated its greatest hero, and so on and so on."

"'_Race of women warriors'?_" Ben repeated as though he hadn't heard right.

The Paradox native to their current reality dismissed the notion with a wave of his hand. "But that is entirely beside why we've come to you Mr. Tennyson," he said as he along with his counterpart grew twin solemn expressions.

"Oh I do not like that look, either of them," Ben said with a grimace. "That's your 'beware of impending world ending doom' look. Alright who is it, local Vilgax? Eon? Crazy evil flying race of robot monkey clowns?"

"I'm afraid we cannot say Mr. Tennyson," replied the local Paradox. "Spoiler alerts and all that you understand."

"Gee, helpful… shocker," the green eyed teen commented dryly.

"What we can tell you Mr. Tennyson is that this world will soon face a soon face what I am told is the counterpart of one of your old foes," the local Paradox said grimly.

His Paradox grimly nodded, matching his twin's solemn expression. "And above all else Benjamin you must _not_ to underestimate him. You'll find that this reality's version is far more insidious than any foe you have ever faced before."

"Great," Ben sighed. His luck would just not stop! "Any hints or cheat codes you might want to give me here? Impending bad guy doesn't really help."

"I suppose that _would_ only be fair," agreed his Paradox with a nod. "Although I can't say much, except that to stop this threat you must think outside the box and above all else, try to let history repeat itself, with a few little creative twists of course."

And with that in twin flashes of light the two Paradoxes vanished from sight leaving Ben alone to think about what he had just been told. It certainly was a lot to take in. "Kevin had it right," he muttered in frustration as he activated the Ultimatrix's display. "Nothing makes sense when that guy's around."

He then slapped down the dial and was instantly enveloped in a flash of bright emerald green light.

**Author's notes:**

GREETINGS MY EVER FAITHFUL FIC FANS! IT IS I! CODECRASH! HERE TO QUOTE THE GREAT SAMUEL LANGHORNE CLEMENS AND REPORT TO YOU THAT THE RUMORS OF MY DEMISE HAVE BEEN GREATLY EXAGGERATED! The rumors of me and an awesome intermit night with two Hollywoods hottest starlets (wink wink) on the other hand, well that's entirely _your_ call people. But I digress… onto the rest of whatever the heck it is I've written in my notes!

Many of you may have thoughts on Gwen's three hero names along with her Vulpimancer form's appearance. I'll start by explaining her Vulpimancer form. While many if not pretty much all of Gwen form's will most likely have the same coloring as Ben's, like Gwen's Loboan form (which is based off of a pic I found on the net that I think was taken from the comics) some will be based on other members of the same species seen throughout the show. I looked to other Vulpimancer's seen throughout all the episodes for K9's appearance. Because Vulpimancer's are as bestial and animalistic as a sentient species gets, I thought that like many animal species Vulpimancer females might have a different coloring than the males, that and from examples seen in the episode 'Gwen 10' her forms will naturally be different from Ben's (The feminine shape of her Pyronite form and her clothing and red hair on her Tetramand and Galvan forms seen in Gwen 10 are good examples), whatever the case I thought that giving K9 red fur would make it look to much like the Ultimate version of a Vulpimancer, so I based the form off the Vulpimancer seen in the episode 'Voided' from Ben 10 Alien force, which was white with a blue tail and stripes (Seeing as how her version is about the same as Ben's – having no tail and stripes – I opted to make her quills blue). As for K9's name, yes it's not all that great and a little under inspired as I had originally planned to call the form 'Beastial' (a play and combination on the words Beast and Bestial) but I wanted at least one of her heroes to have a name that was something akin to 'XLR8' and 'NRG', and K9 was the only thing I could come up with, I'm not exactly proud of it but there it is.

As for 'Knockout' being the name of Gwen's Tetramand form, the reason for this was that taking into consideration a Tetramand's strength, four arms, and combined with the fact this form is _female_, it was some pun fun I just couldn't resist as the dictionary definition of a 'Knockout' is; 1. The act of striking someone unconscious by a blow. 2. An outstanding, beautiful or irresistible thing or person, often in reference to a woman.

You got to admit when in that context it's very fitting.

And finally as for 'Putrifly', what can I say? It's a pun fun combo on the 'putrid' and 'fly' and even better sounds like 'Putrefy' which in my opinion fits a giant stinking slime shooting alien bug pretty nicely, especially since Gwen never really had a whole lot of love for it from the original show.

Hope you all enjoyed the chapter and hope it was worth the wait for you because lord knows it's going to be a while till the next one. Hey, YOU try writing five fics of such awesome caliber at the same time and see how fast you get it done. I'm just kidding… but seriously though, try to be patient.


	5. Chapter 5

I don't own Ben 10 or any of the characters therein. This Fanfic is for entertainment purposes only. NONPROFIT YOU READ ME!

Chapter 5

Ignoring the desert's brisk night air Max Tennyson paced back and forth outside the Rust Bucket as he scanned the moonlit desert for any sign of his granddaughter or her companions. Not seeing any sign of them, he once again checked his watch before he again glanced at the walkie-talkie in his palm. It had been over a couple of hours since Wes and Gwen had taken off to track down the wolf accompanied by the Omnitrix wielding Carl Kirby and his miniature Galvanic mechamorph pet, and being the grandfather and retired plumber that he was he couldn't help but worry.

His eyes narrowed with distrust as his thoughts turned to the green eyed teen. Carl Kirby – which he sincerely doubted to be the young man's real name – not only knew about the plumbers, but as he reflected on their conversation before turning into an Appoplexian, also had hinted to knowing a lot about him and his grandkids – or at the very least important details about their summer trip across the country so far. Add in the fact the brown haired teen was in possession of an Omnitrix very much like Gwen's, the plot only thickened as even more questions were raised.

Of course he had put his suspicions to the wayside in light of the fact that Carl had selflessly also used his Omnitrix to save the lives of his two grandkids and Wes' granddaughter Kai, not just once but twice, earning the young man the benefit of the doubt – for the time being anyway.

There was also something else too, although he couldn't quite put his finger on it, there was something about the boy that seemed vaguely familiar. He couldn't quite put his finger on it, but the sense he had met the boy before still continued to niggle away never the less, which in truth did little else but only worry him all the more, unsure if that was a good or bad thing.

As he continued to wait, Max yet again anxiously glanced at the walkie-talkie in his hand, wishing for its speaker to come crackling to life as he questioned whether or not he had made the right decision.

It was then he was joined by Ben and Kai who had also been waiting for the others to return. "Any word yet Mr. Tennyson?" asked Kai hopefully, growing increasingly worried for her grandfather.

Max shook his head. "Sorry dear, nothing yet," he replied regrettably.

"Maybe you should call Mr. Green to see how they're doing," Ben suggested.

Again Max shook his head. "Not a good idea Ben," he replied with a sigh. "Situations like this require radio silence on our end. The last thing I'd want to do is accidentally give away their position if they were trying to get the drop on the wolf. But don't either of you worry, Wes knows how to handle himself, and my granddaughter can take care of herself in a pinch."

"And don't forget about that Carl guy," Ben added, comfortingly placing his hand on her shoulder. "You know he'll be there to bail out my dweeb cousin's butt."

Kai nodded and smiled reminded of how easily Carl had handled the Yenaldooshi before. "I suppose you're right," she said before giving a shiver under the desert's cold wind. "Come on let's get back inside so I can kick your butt at the Sumie slammers game again."

"Okay first off its _Sumo_ slammers," Ben replied in mock offense. "And secondly, I am so kicking _your_ butt."

"We'll just see about that," Kai coyly said with a chuckle as she headed back into the rust bucket.

"Hey grandpa, why don't you come inside too?" Ben asked his grandfather as he rubbed his arms to warm them. "It's getting kind of cold out here."

Max just chuckled, remembering how compared to some planets he'd been on the local night air was like high noon in a Florida heat wave. "I'll be fine Ben," he replied. "Don't worry about me. This old plumber can still take a little cold."

Shrugging, Ben nodded and headed back into the rust bucket to give Kai the computer game rematch of her life, knowing his grandpa would come inside if he felt the need.

Max smiled as he watched his grandson head back into the Rust Bucket, unable to help but admire how at ease Ben was towards all this. For a brief moment the veteran Plumber couldn't help but smile all little as he thought back to how proud his two grandkids had made him over the course of the summer. While most would have used their powers selfishly time and time again – which they occasionally had, but there really was no faulting them, considering they _were_ only ten – his two grandchildren had used their powers to help people.

He smiled as he watched Kai and his Grandson play their videogame through the rust bucket's window. At least _some_ good had managed to come out of all of this, he thought with a knowing smirk while Ben and Kai continued to hit it off as they passed the time waiting for the others to return.

He then gave a heavy sigh as he returned his focus for scanning the moonlit desert for any sign of the hunting party, patiently waiting for their return.

BEN 10. BEN 10. BEN 10.

Inside the Rust Bucket, Ben and Kai had resumed their game, each furiously clicking away on the buttons of their controllers as their selected videogame avatars duked it out on the small screen of the game system before them.

Ben snickered as his Sumo slammer quickly locked Kai's game avatar into a head lock and her life points began to rapidly diminish. At long last he was finally going to beat the Navajo girl.

Refusing to be beaten by the boy, Kai madly pounded the buttons of her controller to break free from her opponents death hold, but alas it was all in futility, no matter what she did the hold around her characters neck was absolute.

"Oh you are so going down!" Ben giddily cheered in triumph.

Kai scowled at the boy sitting next to her who in turn continued to grin as he stared at the screen, oblivious to her glare. If there was one thing she hated it was losing, _especially_ to a boy, even if said boy _was_ kind of cute.

It was then a wickedly devious idea came to mind and wry smirk spread across her lips. There was _one_ way to get her game character out of this. "Hey Ben?" she began.

"Wha-?"

Instantly Ben's reply was stopped short, the words catching in his throat as the young girl's lips suddenly pressed against his cheek, causing his brain to short circuit and his controller to haphazardly tumble out of his hands.

With a devilish glint in her eyes as they remained fixed on the screen, Kai quickly seized the moment and began furiously pounding away at the buttons of her controller, causing her game character to unleash a massive salvo of devastating attacks on Ben's character. Until at last Ben's Sumo slammer fell before his opponent in a lifeless heap.

"_**K.O! WINNER!**_" the game announced as Kai's character bowed solemnly before her fallen opponent before then breaking all pretenses of respect, and began dancing about the displayed arena.

"Woohoo!" cheered Kai as she jumped up from her seat and joined her avatar's celebration by haphazardly mimicking the character's dancing.

Normally Ben would have immediately jumped up from his seat either to protest his loss or blame it on his 'faulty' controller, as he so often did with Gwen. However in this instance he seemed to be lost in a whole different world as he stared off into space with wide green eyes.

As Kai continued to laugh and dance in unison with her game character, Ben's brain at last rebooted. "Uh, what was that?" he asked, wondering if what had actually happened had happened.

"And he speaks," Kai laughed as she plopped back down beside him.

"You just kissed me," Ben said, still stunned.

"Well, that _was_ kind of obvious," she admitted with a shrug before retrieving his game controller from the floor. "Just my way of saying thanks for the save earlier, _and_ kicking your butt sumo style. Want to go again.?"

Ben couldn't help but a little. "Okay that is _so_ unfair," he stated as he accepted back the controller.

Kai shrugged. "Maybe," she replied with a smirk, eyeing the still dancing game character. "But hey, it worked didn't it?"

For a moment Ben was trying to figure out just what to make of this situation. Was he supposed to kiss her back? In all honesty he would have wanted nothing better but it was then his cousin's words of warning replayed in his mind.

Finally he decided to just play it cool and act like it hadn't happened. "If you say so," he said shrugging as he returned the game to its character selection to pick a better fighter, secretly doing his best not to act as nervous as he feeling at the moment.

To his response, Kai couldn't help but arch an eyebrow as Ben studied the characters to make a better fighter selection than he previously had. A small smile then formed on her lips as she joined him in selecting a different character. "So do you go saving girls often?" she asked curiously.

Ben's first instinct was to go into full brag mode, but again remembering his cousin's words of wisdom he merely gave a second nonchalant shrug. "Maybe," he replied. "Usually me and Gwen are too busy trying to beat the bad guy to really notice."

"You fight a lot of bad guys?" she asked growing more curious.

Again he resisted the urge to brag, which was really starting to kill him on the inside. "Pretty much," he replied. "I kinda lost count a while back."

"Cool. What kind?" she asked.

At this Ben couldn't help but pause from his button pushing turn away from the screen and turn to the black haired girl. As much as reason told him not to he _desperately_ needed to brag, just a _little_. "You name it," he chuckled. "Me and Gwen have taken down alien bounty hunters, giant robots, witches, and one _seriously_ ugly dude named Vilgax."

Kai arched an eyebrow at the mention of that last part. "Vilgax? I think I heard my grandfather talk about him when some of his other plumber friends visited once," she said, recalling a few years back with a grimace as she remembered the sparks of fear that had glinted in her grandfather's eyes during that conversation. "Not a cool guy I'm guessing."

"Good call," Ben replied. "Think a twelve feet of psycho walking talking squid muscle on steroids with a real general hate-on for anything that breathes."

Kai shuddered at the mental image as she nodded. "So guess he's like your archenemy then huh?"

"More like Gwen's archenemy," he admitted. "Me, I got this nutbar wizard guy called Hex and his psycho niece Charmcaster."

At that Kai could only arch a doubting eyebrow. "Seriously?"

"Seriously," he deadpanned. "But on the plus side, I did get some sweet souvenirs off those guys."

At this Kai's interest couldn't help but be piqued. "Like what?" she asked intrigued.

With a smirk he produced Charmcaster's former spell book from his pocket. "Like this for one," he replied unable to help but boast, just a little. "Plus I got these sweet magic talisman things called the charms of bezel which pretty much give me awesome super powers."

Kai's eyes widened in amazement. "Wow, for real?"

Ben nodded. "Oh yeah," he replied, now almost in full bragging mode. "Want to see them?"

Kai nodded excitedly. "Definitely!" she all but cheered, which in turn caused her to blush somewhat in embarrassment as she quickly reigned in her excitement. "Er- I mean, yeah, sure it sounds kind of cool."

Ben motioned for Kai to follow him quietly as he got up and went towards the kitchen area of the rust bucket.

As he crept past a window, he checked outside to make sure his grandfather wasn't coming inside. He so did _not_ want to get caught showing the charms off to Kai. In truth Ben was presently banned from using the charms until he had gotten a better hold on his magic – which in truth was not very likely to happen anytime soon.

Silently he opened the cupboard door under the sink and after second of shifting various items around, at last retrieved a large plastic Tupperware container, containing in it the five charms of bezel.

"So how do they work?" she asked curiously looking over the enchanted talismans as Ben removed the lid.

"Dunno," he replied with an unknowing shrug. "But pretty much all you got to do is touch them and I guess they just do the rest."

"So what kind of superpowers do you get?" she asked, unable to take her eyes off the charms.

At this Ben smirked, eager at the chance to show off. "Let me show you," he said, plucking one of the charms out from amongst the others.

While Ben tightened his grip around the charm in his left hand, Kai watched in growing fascination as the runes marking the talisman began to brighten with a hauntingly golden glow.

"Um… so what happens now Ben?" she asked nervously glancing up from the stone.

With a knowing smirk extending over his lips Ben then reached into his pocket with his free hand and retrieved a quarter from his pocket. "Check this out," he chuckled. "Heads; you win, tails; I lose."

With a confused look now painted on her face, Kai watched as Ben then flipped the coin high into the air with his thumb, which after a brief fleeting moment of reaching its peak altitude, then was returned to the claim of gravity as it fell back from whence it had come.

The two watched as the coin then hit the floor, bouncing a couple of times before at last came to a stop… on its edge.

"Huh… guess that means I win," Ben jokingly observed as Kai stared at the coin somewhat dumbfounded as it impossibly continued to stand on its edge.

"How…?" Kai asked, looking back and forth from the coin to Ben in confusion.

"Think the ultimate good luck charm times like a million," Ben joked as he loosened his grip from the talisman causing the glow fade from the charm's runes.

"Cool!" she exclaimed staring at the small talisman in awe.

"I know, right?" he replied as he put the luck charm back in with its counterparts.

"So what do the other ones do Ben?" she asked, excitedly gazing in at the other talismans.

Ben grinned. "Let's see… lightning… make fire balls… I think reincarnation or something," he replied, individually pointing to each different charm.

"Reincarnation?" Kai parroted raising a curious eyebrow. "What's that one do?"

Ben shrugged. "Beats me," he replied. "I haven't exactly been able to field test most of these. Grandpa says I should '_get the basics down first_'. Which I _soooo_ don't get, I mean I'm totally a magical superhero, but that so doesn't matter to him."

Kai couldn't help but give an understanding nod. "I so know what you mean," she replied somewhat sadly, reminded of what her grandfather had told her back at the museum. "I've always wanted to go hunting with my dad and grandpa and show them I'm just as good a brave as any boy, but they're all '_only boys can be hunters Kai, it's tradition_'. At least your grandfather's willing to give you a shot Ben."

Ben couldn't help but feel a pang of guilt pull at his heart a little, seeing the disheartened expression she now wore that perfectly mirrored the one she had worn I the museum when Wes had denied her the chance to help hunt down the werewolf.

Hoping to try and comfort and maybe lift her spirits, he supportively placed his hand on her shoulder. "Um listen Kai," he began, hoping not to screw up by saying the wrong thing. "Try not to let that stuff get you down, you know? You know you can do that stuff, and uh, well I mean I guess that's all that really counts right? I mean look how you helped us find that cactus thing, and that was when it was dark too."

At this Kai's cheeks reddened ever so slightly as a small smile formed on her lips. "Thanks Ben," she said awkwardly glancing away in slight embarrassment. "That's really sweet of you to say."

"Well it's true," Ben replied sheepishly. "Heck, with skills like you have I'd bet if you wanted you could be a plumber some day. All the old stories Grandpa talks about of his plumber days sound like the job would be perfect for you."

"Really?" she asked with a big smile. "You think I could be good enough to be a plumber?"

Ben nodded. "Totally," he replied. "Heck, I'm going to be a plumber when I finally grow up and I'm a total doofus. So I know you could be one easily if you wanted too."

Smiling a big smile Kai nonchalantly – if not slightly awkwardly – inched herself closer next Ben, wanting to be just a little closer to the brown haired boy. Being around a sweet guy who wasn't caught up in old tradition was nice, and it didn't hurt that was kind of cute too.

"Hey, um… Kai?" Ben began, blushing slightly as he noticed the closed distance suddenly between them.

"Um yeah?" she replied with nervous a smile, instinctively inching away from the boy as she sheepishly gazed into his eyes, the moment between them having suddenly become heavy with tense anxiety.

Seeing she was looking at him with her big beautiful brown eyes, Ben couldn't help but give a panicky gulp as nervously stared back at her. "Would like to uh… er… _see what this one can do?_" he quickly finished in a nervous panic, quickly holding up another of the talismans as he mentally smacked himself upside the head guessing he had just done something stupid.

Kai stared at him blankly for a second before she then gaze a small giggle and nodded, inwardly relieved as she realized this kind of thing was probably as awkward for him as it was for her. "Let's go," she replied, eager to see some more cool magic.

Ben grinned as the runes on the small charm in his hand began to glow. "Hope you don't get airsick," he couldn't help but knowingly chuckle as he readied himself.

"What do you-?" Kai began puzzled before she was cut off by a startled yelp as she and Ben began to glow with a faint pink aura as they were slowly lifted off the ground by some unknown mystical force.

While they continued to drift upwards, instantly Kai she clamped her arms fearfully around the brown haired boy, admittedly not quite the reaction he had first expected, but since the girl he was majorly crushing on was clinging to him for dear life it was a welcome one nonetheless.

"B-B-_Ben!_" she squeaked in terrified alarm as she tightly clung to him for dear life.

"Hey don't worry Kai," he assured as they floated in mid air just a few feet as he risked the chance of taking hold of her hand. "Seriously, you can let go I totally got you Kai. Just um, don't let go of my hand okay?"

Nervously Kai slowly loosened her hold around him, squeezing his hand nervously as she began to drift from him. Her anxiety slowly was relieved as he supportively returned the squeeze to her hand, and she allowed her pause and drink in the moment. "W-w-we're f-flying," she breathed in nervous awe, amazed that at this very moment they were now floating in mid air, something she had only ever dreamed of before.

"Pretty cool, huh?" Ben said, smiling at the wonderstruck expression on Kia's face.

Kai for her part could only nod vigorously, lost in the incredible wonder of the moment. "_Totally_ cool," she at last replied after a few seconds had passed, allowing her to at last find her voice again.

Daringly Kai then shifted her weight ever so slightly causing the floating duo to slowly rotate. Both began to laugh as they began to revolve in midair until they had turned completely upside down. "Whoa head rush," Ben chuckled as he then shifted his body weight which caused them to drift across the room.

Laughing as they began float to the front of the RV, Kai was then suddenly struck with an idea and she reached down to press the radio button on the dash board. "Come on Ben, let's dance," she laughed excitedly as she adjusted the setting to her favorite radio station.

Ben paled nervously as music began to play for the drifting airborne duo. "Dance?" he replied with a nervous gulp.

"Yeah," Kai replied excitedly, squeezing his hand as they floated back into the main area of the rust bucket. "Let's do it. I mean dancing while I'm flying, when will I ever be able to get the chance to do that?"

"Uh yeah, um sure," Ben replied nervously.

"What don't tell me you've never danced with a girl?" she replied with a chuckle, reading the expression on his face like an open book.

"Sure I have!" Ben anxiously protested, lying through his teeth. "Lots of times."

"Uh huh," Kai replied with a doubtfully dubious expression, less than fooled. "So I'll take that as a 'no' then?"

"Uh… yeah, I guess," Ben finally admitted after a long pause.

Kai grinned a big teasing smirk as the song on the radio concluded and was the replaced by a much slower more intimate one. "So the great and powerful magic boy can't dance huh?" she giggled. "I got to say I'm just a little disappointed."

"Hey I can-!" he began.

"Relax Ben," Kai interrupted, placing her index finger over his lips. "Fortunately you have me, and I just happen to be awesome at it. Now let's hurry up already, I love this song."

As the music continued Ben instinctively gave a nervous gulp as Kai then put her free alongside his waist and he returned the action, albeit nervous as he assumed that was what he needed to do.

"Hey!" Kai exclaimed startled anger.

"_What?_ _What?_" Ben exclaimed panicked as he quickly ripped his hands from her waist. "What did I do?"

Unable to help herself Kai burst into laughter as she took Ben's hand and placed it back on her side. "N-nothing," she replied between giggles. "Just messing with you."

"So not funny," Ben said with a humiliated scowl.

"No it is," Kai replied with grin. "But seriously now just follow my lead, okay Ben?"

Again Ben gulped as he replied with a nervous nod and with that the duo slowly floated about the room dancing to the slow song playing its melodies from the front of the RV.

As they danced, each nervously stared into the others eyes, seemingly lost in the moment's magic of what was their first boy girl moment, Ben with his first crush and Kai with the coolest – and cutest – boy she had ever met.

After several minutes had passed and the song at last came to an end Kai bit her lower lip nervously as she looked into Ben's green eyes, and it was then while they continued to stare into the other's eyes, her anxiety began to grow while as twinge of guilt panged at her chest.

For whatever reason, her thoughts had drifted back to what that guy Carl had said earlier back at the museum, how his first crush had been some weirdo who had wanted to treat him like some kind of pet. At first she had scarcely been able believe that anyone from this area could be so deranged, but thinking back on recent events she had to admit – to her growing shame – that she had been guilty of such disturbingly similar thoughts. Thoughts such as when while helping poor Gwen and watching her slowly transform to what they had thought to be a Yenaldooshi, Kai's mind had excitedly raced with ideas of taming and training the girl once she had fully turned, instead of feeling concern or worry for the redheaded girl. Why even now, in these last few moments Kai realized how she had been more interested with Ben's magical powers than him.

It was for this that made her question herself. Just what kind of person was she for her to think like that? Had she really been so shallow, so superficial? Surely she was better than that, right?

"Uh, Kai are you all right?" Ben asked noticing the distant far off glint in her eyes, lost in self reflection.

Kai blinked, quickly snapping back to the present, realizing how she had just spaced out, spaced out while dancing with a boy while floating in midair, a truly magical moment. Which – she was reluctantly forced to admit – only once again illustrated the kind of person she was.

Ben was this really nice really great guy, and it was obvious that he really liked her, but as she looked into his eyes she had to reluctantly confess to herself that she hadn't really felt the same. Now though, as she had come to realize these things, she wasn't so sure.

These last few moments of reflection and realization about herself had opened her eyes to how she had been acting, and opened her eyes to those around her, outside of the little world of Kai.

Ben was funny, sweet, and really caring, and although he was kind of immature she had to admit, also kind of cute; all qualities that were rare at best. Up until now he had just been some boy whose grandfather knew her grandfather, but now she was beginning to see him in a whole new light.

Ben was a great guy, one who had risked his life to save hers, not once but twice. A fact she was disturbed to just now realize.

"I'm okay Ben," she at last replied with a warm smile.

Another pause of silence passed between the two as the floated about the room, slowly moving to the now seemingly distant music as they continued to stare nervously in the other's eyes, both wondering just what he and she should do.

Kai gulped as her mind seemed to race with question and confusion.

Could she? Would she? Should she?

Finally after a moment of nervous debate and staring into the floating brown haired boy's emerald greens, she at last worked up her nerve and awkwardly leaned in close to complete such a magical moment, softly touching her lips to his and causing Ben's green eyes instantly to widen in dumbstruck shock and his body to stiffen like a statue.

It was a first kiss, but a simple enough first kiss, a mere innocent quick pecking of lips to another, a short lived embrace lasting only the briefest moments ending just as soon it had began, and while it wasn't the kiss of the ages rivaling those carved by the great lovers of history, it was one both Ben and Kai would remember fondly for the rest of their lives.

As the music then came to its conclusion, only to quickly be replaced by a commercial, Kai could help but giggle at the stunned frozen expression the brief kiss had left etched on the young boy's face. "So Mr. Magic Guy," Kai began with giggle, still smiling at his face. "How do we get down now? I'm dying to kick your butt at that game again."

Snapping out of his stupor Ben's face paled in sudden panicked realization. Gulping, he nervously cast the Navajo girl a sheepish apologetic grin and chuckle, suddenly recalling he had yet to master _that_ part of working the talisman. Oh well, how hard could it be, right?

BEN 10. BEN 10. BEN 10.

Max rubbed his arms rubbed the sides of his arms vigorously, briefly staving off the chill of the desert night air as he continued to stare off into the moonlit distance, nervous worry painted on his face for his old friend and granddaughter as he again took note of the time.

Wishing to make better use of his time as he continued waiting, the retired plumber instinctively tried distracting himself with other matters, to be more precise the specific matter of the boy otherwise known as 'Carl Kirby'.

In all honesty he wasn't entirely sure just what to make of him. The boy was an enigma; _that_ was for certain, and so far, one which he didn't like.

He supposed it could just be mere coincidence, the timing of the young man's appearance coinciding with this Yenaldooshi business, after all the same was said for them, but he doubted it, the young man's demeanor throughout this whole affair belied that notion.

The circumstances of his granddaughter's newly acquired form… the alien werewolf… this whole thing in general… it all seemed as though 'Carl' had known exactly what had been going on the whole time. Then finally there was also the matter of his dubious identity, all of which brought up the real question of just who was 'Carl Kirby' and what _were_ his motives?

His first answer to this question naturally was the Omnitrix, given that that was what everyone wanted from them. However in this case he wasn't so sure, given the fact that he also possessed his own watch. Which disconcertingly enough in and of itself raised even more questions.

Even more disconcerting was the boy's apparent knowledge of Gwen's watch, something which so far had only been known by the wrong people, a trend which did not exactly make any points in the boy's favor.

Of course all this was under the assumption that 'Carl Kirby' was an enemy, given his heroic actions so far he could just as easily been an ally.

In all honesty part of Max really wanted to believe that. For all the havoc and adventure they'd experienced this summer since Gwen's watch had fallen from the sky, they knew as much about it and its origins now as they did then, and it would be nice to at last have some answers, answers which 'Carl' just might have.

And then there was this persisting feeling that he had met the boy from somewhere before. A bizarre feeling of déjà vu at the back of his mind that he had met 'Carl Kirby' at some point or another, but where or when seemed to elude him just out of his grasp.

Max sighed as he leaned against the rust bucket, his back feeling somewhat sore from standing so long – just another of the numerous shortcomings of the middle age experience. It seemed no matter how he mulled things over it all came down to the question. 'Who was Carl Kirby?' A friend… an enemy… or perhaps something more…

In the end though – or at least for the moment – he supposed it didn't matter who Kirby was. There were more important things to worry about until that bridge was crossed, such as exactly what an alien werewolf was doing out here in the desert, and of course the forefront being where was his granddaughter and the others and how were they fairing?

It was then however that his musings were interrupted by crash and clamor of pots and pans from inside the rust buck.

"What on earth…?" he muttered as he turned to open the door.

His question was immediately answered from within by a girlish shriek from a certain Navajo girl and a familiar groaned; "Aw maan!"

He sighed, shaking as he pulled on the door handle. Just what had his grandson done now?

His question was quick to be answered as he pulled the door open to reveal what he wagered to be virtually everything inside of the RV that wasn't nailed down aimlessly flying about, and floating in the epicenter amidst the chaos, a hapless Ben and Kai.

Staring at the ill fated duo, Max was forced to suppress a smile as he briefly toyed with the idea of simply stepping back outside and forgetting he had seen any of this, leaving them to their fate. Lord knew it certainly would have made a fitting punishment. Not to mention just plain funny.

Swatting aside some fast flying frozen leftovers that had managed to escape from the fridge, the brown haired grandson of the retired plumber cast his grandfather a sheepish grin, silently praying that by some miracle said grandfather wouldn't notice. "Uh, hey Grandpa," Ben greeted as nonchalantly as his current predicament would allow, which as one could imagine was virtually nonexistent at this point.

Watching the seemingly impossible spectacle, Max could only stare in wide eyed slack jawed awe, completely at a loss of all to the sight of the chaotic scene before him. He was a decorated plumber, a veteran member of an elite organization spanning the galaxy and beyond, he had seen things that no one would believe or should ever see, there was just about nothing in this universe that surprised him anymore. And yet, somehow that was the very thing his grandson never ceased to excel at.

"Look out Mr. Tennyson!" Kai shouted.

With near Kineceleran fast speed, Max's seasoned plumber honed reflexes sprang into action as he instantly snapped out of his stunned stupor and ducked, narrowly dodging a frying pan that suddenly came rocketing through the doorway and off into the starry night sky.

Yes, nothing could surprise him. Save that is, for the endless magic fueled antics of one certain brown haired green eyed grandson which seemed to grow more and more impossible than the last.

"Care to explain this mess Benjamin?" Max queried crossly as boarded the vehicle, crossing his arms as he cast the floating boy a cold glare which radiated the certainty of imminent punishment.

"Um, not really?" Ben offered nervously, flashing his grandpa a sheepish grin as he dodged a low flying dinner plate. He was _**SO**_ busted!

"Uh huh," was Max's less than surprised reply before turning to the floating Navajo girl, who at the moment was just trying to keep a swarm of attacking table spoons at bay. "Care to add anything to that young lady?"

"Ben did it!" she wailed as she swatted away at the silverware with a spatula.

"Hey!" Ben protested at the sudden betrayal.

"He was showing me that charm thingy and then everything just went all crazy! _Pleeease_ Mr. Tennyson!" she begged while finding off a flying pile of dirty laundry. "_Pleeease make it stop!_"

Sighing Max shook his head as he walked over to his grandson and grabbed hold of the magic charm still in Ben's palm. "You two brace yourselves," he warned as he then quickly pulled the glowing Bezel charm of flight from Ben's hand.

No sooner had the small charm been removed from Ben's palm then its glow faded as did its hold, leaving both Kai and Ben to give twin startled yelps to be suddenly brought dropping to the floor along with the rest of the drifting debris, resulting in a massively unified teeth jarring ear splitting crash throughout the motor home.

As both kids slowly pulled themselves up from under the debris with matching groans, Max kneeled down to help them to their feet. "For the record I was totally about to do that," Ben quickly said, pulling some of his grandpa's left over squid scampi surprise out of his hair as he cast Kai a sheepish apologetic grin.

Less than thrilled, Kai – to her credit – resisted the impulse to scream in absolute revulsion, instead merely saying nothing as she maintained an impassive – yet distinctly annoyed – poker face while pulling the rancid smelling pieces of Ben's dirty laundry off her as she wiped away gobs of green slime from her hair, the later being from one of Max's leftover cuisine that had escaped from the fridge during the fracas.

"So just which one of you wants to explain why the inside of the rust bucket looks like a trash compactor?" he asked as he brushed away a pair of Ben's unwashed sweat socks that had fallen on his shoulder, looking down at the duo once gain crossing his arms.

Both kids instinctively turned away from his scolding gaze, shamefaced.

"Well?" he asked, still waiting.

Glancing over at Kai, Ben gave a heavy sigh, guessing it was time to come clean, figuratively speaking anyway. "It was my fault Grandpa," he confessed. "I was telling Kai about our summer and-"

"-I asked him to show me some of his magic thingies," Kai instantly cut off to the ten year old's surprise. "All this was my fault Mr. Tennyson."

Stunned by her sudden confession Ben stared wide eyed at Kai in disbelief. What was she doing? Whatever it was there was no way he was going to let her get in trouble. "No way Grandpa!" he exclaimed. "It was totally all me. Kai had nothing to do with it, I swear!"

"No Mr. Tennyson Ben's just trying to be nice. I pushed him into it, so it was my fault," said Kai, wondering just what Ben thought he was doing. If she took the fall then Ben's grandpa wouldn't be able to punish him, just why did boys have to be so thick headed?

"No Grandpa, it was me!" insisted Ben.

"Don't listen to him Mr. Tennyson it was my fault."

"No it's my fault!"

"No it's mine!"

"No mine!"

"No mine!"

Max could only stare in growing amusement as this back and forth blame game continued, both trying to take fault for this mess, seeing as usually in cases like this – the majority being between Ben and Gwen – the situation was reversed.

"Just what is your problem Kai!?" Ben exclaimed in frustration, apparently too oblivious to see what she was trying to do. "I'm the one who did it!"

"Because you big lunkhead, I'm trying to keep you from getting into trouble because I like you!" Kai snapped back. "But if your too dumb to figure that out and want to take the blame so badly then _fine!_ It's all _your_ fault! I hope you're happy!" She then stomped on Ben's foot resulting in a sharp yelp from Ben and stormed out of the RV and slammed the door behind her, huffing her frustrations aloud to the stars above. "_BOYS!_"

Hopping around one foot while cradled the other in his hands Ben quickly lost his balance and fell back to the floor. "Owwww," he ground as his grandfather once again helped him back to his feet. "Grandpa, what just happened?"

"Son, if I knew that, it would have saved me a lot of time with your grandma," he replied with a chuckle.

Ben blinked, completely lost. "Huh?"

"I guess your folks haven't had that talk with you yet," Max sighed with a smile and a chuckle. "But what I do know is you should wait a few moments for her to cool off before you apologize."

"Apologize!?" Ben exclaimed in shock. "But I was trying to keep _her_ out of trouble, and _she's_ the one who stomped on _my_ foot! If anything she should be thanking _me._"

"Sorry sport, but it doesn't quite work that way," he replied, tussling the boy's hair. "She wanted to take the fall for you, whether you like it or not."

"So I should have just let her take the blame then?" Ben guessed.

"Nope," Max replied. "You did the right thing, even though it was still wrong. Rule number one son, when it comes to girls they're always right, _especially_ when they're wrong."

"But that's so not fair grandpa!" he exclaimed with a cross-armed pout.

Again Max chuckled. "Welcome to what we old pros call the 'no win situation' Ben," he said with a smile. "Now why don't you go out there and say you're sorry. I'll try cleaning things up in here."

"Thanks grandpa," Ben sighed as he headed to the door to try and apologize to Kai.

"Good luck," Max chuckled.

As he reached to open the door, the young brown haired boy paused as he turned back to his grandfather. "Uh grandpa?"

"Yes Ben?"

"Am I still in trouble?"

Max simply looked at the boy, arching an ironic eyebrow as he cast him an amused smirk. "What do _you_ think?"

Ben groaned. "Ah _maaaaan!_"

BEN 10. BEN 10. BEN 10.

Hurrying after the incensed Navajo girl, Ben quickly burst out of the RV door like a shot, and upon spotting her standing a scant few feet from the rust bucket as she gingerly picked away bits of food that had drifted into her hair during their brief misadventure, anxiously staring off into the distance, more than likely thinking worriedly of her grandfather again. "Yo Kai, wait up!" he called after her, quickly running up to her. "Uh look Kai, I'm soooo sorry for getting you in trouble with my grandpa."

In truth Kai had all but forgotten about it. Simply being outside had been enough to reignite her fears for her grandfather and the others. Needless to say she was more than relieved for the distraction. "So then you admit it _was_ your fault," she replied, turning to him with a small smirk pulling at her lips.

To this Ben returned her smirk in kind. "Uh, _hello!_ It was _so_ totally your fault," he joked with a chuckle. "Remember? You said it like fifty times in there."

Not expecting that as an answer, Kai stared at him for the longest moment, until finally she pursed her lips in playful mock annoyance as she failed to suppress a giggle. "It was more like five times," she retorted. "And for the record, you said it was your fault just as much as I did."

"Did not," Ben replied with a chuckle.

"Did too," Kai countered with another giggle.

"Did not."

"Did too."

"Did not."

"Did not."

"Did to- _hey!_"

Unable to help herself, Kai began giggling hysterically.

"I can't believe I just got Bugs Bunnied," Ben moped sourly. "So lame."

"Y-yes, yes you a-are," Kai replied between giggle fits. "Thanks f-for that b-by the way. I-I've always wanted to do th-that to somebody." She then took hold of his hand, giving it an affectionate squeeze as her giggles begun to subside. "But for the record, the lame's outweighed by the cute."

Ben blinked, staring into her amber brown eyes with uncertainty. "Um, so uh, does this mean you're not mad anymore?"

Kai stared then finally rolled her eyes, shaking her head in disbelief. Boys "Like I said. Cute," she replied, leaning in as she kissed his cheek, chuckling as Ben's face quickly reddened excitedly. "Definitely cute."

As his face continued to redden from the kiss, a dopey smile spread itself from ear to ear, guessing that answer to be a 'no'.

Kai couldn't help but smile at the sight of Ben's reddening face, glad he was there to help take her worried mind off the others hunting down the alien Yenaldooshi.

Once again she squeezed Ben's hand, again reminded of the possible perils her grandfather might very well be facing at that very moment. Now more than ever was she glad that she had Ben there with her, if only for the sake that he eased her fears.

"Ben?" she asked, gazing off into the distance nervously.

"Uh yeah?" he replied, slowly snapping out of his reverie.

"Do you really think they're all okay?" she asked, once again squeezing his hand. "I mean what if something happened? What if-"

"Come on Kai, don't even think that," Ben quickly cut her off. "They're totally okay. I just know it."

Kai exhaled a worried sigh, not as fully convinced as she like to be. "How can you be so sure Ben?"

Not really having an answer, Ben could only shrug. "I don't know. Just do is all. Gwen's taken down dudes way worse than this before, and that was all by herself. With your grandpa and those Carl and Ship guys backing her up there's no way wolf guy's got a chance."

Just then, as if on cue, he heard the familiar sound of rapidly beating wings fast approaching. Immediately both gazed up skywards to see the incoming hunting party carried by Putrifly quickly descending towards them, on her back rode Kai's grandfather and held securely in her alien hands, the mini mechamorph Ship who was very much enjoying the change of pace from being the usual means of transportation.

"Grandpa they're back!" Ben excitedly shouted back into the rustbucket as the Lepidopterran heroine and her passengers made her approach.

Without a moment's hesitation, Max swiftly exited the RV to join the two kids in greeting the others as they landed. A nervous knot quickly formed in his stomach as his plumber trained eyes immediately noticed the absence of one enigmatic Omnitrix wielding teen.

Nervous knots quickly formed in his stomach

"Boy am I glad to see you guys!" Max shouted up at them as they continued their descent. "What happened? Where's Carl?"

As the trio touched down, and Putrifly's passengers dismounted from the noxious winged alien, Wes was about to answer but was stopped short when Kai ran up to him and greeted the middle aged man by practically tackling Wes to the ground in a tight bear hug, tear of joy and relief running from her eyes. "Grandfather are you alright!?" she sobbed into his chest, squeezing him even tighter, clearly having been more worried than she'd let on. "I was so scared I'd never see you again!"

Glad to be back with his granddaughter, Wes happily returned the hug as a little more air was forced from his lungs. "I'm fine Kai," he wheezed. "And I'm sure I'll be even more fine once I can start breathing again."

Realizing she was squeezing the life out of him, Kai quickly released her grandfather, blushing in embarrassment. "Sorry grandfather."

"Glad to see you three are alright," Max greeted with some relief.

"So where's Carl at?" Ben asked excitedly, cutting right to the ten million dollar question on Max's mind.

A moment of poignant silence passed between Putrifly and Wes as the both looked to the ground, saddened.

Already guessing Carl's absence did not bode well, Max looked to Putrifly to confirm his suspicions. "Gwen?"

Putrifly remained silent as she simply turned and slowly skittered into the RV, followed after by Ship. It was a deafening silence that spoke volumes to the retired plumber.

"Oh," he at last said remorsefully.

As his grandfather followed after his alien cousin, guessing she might need a shoulder to cry on, Ben remained oblivious and confused to why everyone suddenly seemed so down. "Um, what's with all the sad looks?" he whispered Kai. "Everyone's here, and Carl's-" Suddenly cut off from a sad scolding glare from the Navajo girl Ben's eyes quickly widened as he was then struck with realization, suddenly understanding the implications of everyone's gloomy expressions. "…oh."

He really needed to learn when to shut up.

BEN 10. BEN 10. BEN 10.

As Max entered the Rust Bucket, he found his granddaughter sitting in the middle of the floor just staring blankly off into space, waiting for her omnitrix to finally time out as she sadly petted the mini mechamorph Ship sitting by her side, purring in utter contentment as she affectionately caressed his head.

Telling from the distant look in her she seemed to be in a shock over Carl's absence, Max simply took a seat next to her on the floor and remained quiet for a few moments, just being there for her, until, after several moment of waiting he at last spoke, hoping she was ready to talk about it. "So what happened Gwen?" he finally asked.

"M-my watch ran out of power and we had to run," Putrifly began, stammering as she fought back tears forming in her alien eyes. "C-Carl stayed behind to take down th-the wolf and the next thing we know there was a cave in." She then paused, doing her best not to break out into tears. "After that w-we had to come back. W-we don't know what h-happened t-to Carl after that."

"Ship," Ship said, nudging his head against Putrifly's hand to comfort her.

Just then the Omnitrix crest began to flash red and then in a sudden burst of red transformative light the female Lepidopterran form of Putrifly was replaced by the ten year old form of Gwen Tennyson who suddenly burst into tears, unable to hold them back any more. "Grandpa we have to go back there! I know he's still alive, I just know it! We have to go back and help him!" she said urgently, crying her eyes out. "It's my fault he's-"

"Don't say that for as second!" Max interrupted.

"But grandpa-!" she protested.

"No! Not another word Gwen!" he again cut off. "Look, I might not have been there, but it sounds to me like there was nothing you could have done."

"I-I know Grandpa," she sobbed. "B-but still… I-I just wish I… I don't know, I just wish I could have been there for him."

"I know you do sweetie, I know," he replied, comforting her with a hug. "I've been exactly where you are."

"Y-you have?" she asked, wiping her eyes as she stared at him surprised. "W-when?"

"Back in my plumber days," he answered, exhaling a lamenting sigh. "I lost more than my share of friends."

"Oh… I-I'm sorry," she replied, suddenly feeling even more guilty now.

"Don't be sweetie," he replied with a comforting smile. "It comes with the territory. They were all good people, and they all knew the risks. And something tells me so did Carl."

"Ship!" Ship supportively affirmed with a bark, nuzzling the girl's hand again.

Gwen smiled a little as she gave her grandpa a big hug, somehow feeling better by that fact. "Thanks grandpa, I feel a little better now."

"Good, because that was what I was going for," he chuckled, returning the hug in kind. "Now let's get to work, okay?"

"Grandpa?"

Max smiled as he rose to his feet and made his way to nearby cupboard. "We'll you're the one who said he's still alive, right?" he asked with a chuckle as reached under the cupboard and pressed a concealed button, immediately opening a panel in the wall bearing numerous manner of plumber tech. "I learned a long time ago from your grandmother to know enough to trust a woman's intuition. And besides, if he's even half as tough as _you_ are with that watch of his as you are, then he's got to be okay, right?"

With a new sense of hope and elation overcoming her, Gwen smiled a big grin and nodded quickly wiped any remaining tears from her eyes as her grandpa quickly loaded up on plumber gear. "Right," she replied in full agreement.

"Alright," he began as he finished gearing up. "We'll wait for your watch to recharge and then-"

Before Max could finish, a mighty ominous howl peeling throughout the night air outside suddenly cut him off.

All color immediately drained from Gwen's face as a chill of utter crept up her spine. "No…" she whispered in horror. The sound of the howl all too familiar. "I-it can't be."

"Gwen! Grandpa! You might want to out here!" Ben nervously called from outside.

Quickly Max and Gwen swiftly bolted for the door and ran out to join the others.

No sooner had the stepped out of the RV then the two Tennysons exhaled twin gasps of horror. It had taken a moment to find, but once their eyes adjusted to the night and caught sight of it, there was no turning away. There, crouching no more than a mile and half away, menacingly perched atop a small mesa as its eyes reflected the light of the full moon, seeming to glow like the very fires of hell itself, was the wolf.

"It's not possible," Wes breathed in alarm. "Nothing could have survived that."

As if to rebuke Navajo man, the distant wolf unleashed the pitch of another menacing howl towards the glow of the moon looming overhead.

The alien wolf leapt from the mesa and hit the ground running, bounding towards the Rustbucket and all gathered there like a ravenous mad dog out for blood.

"Wes take these," said Max, tossing his friend the keys to the RV. "You take the kids and get out of here while I try and take that thing down. There's plenty of weapons in the Rustbucket in case I don't. Now get out of here while the getting's good!"

Nodding Wes quickly ushered Gwen, Ben and Kai towards the vehicle. "You heard Max kids, it's time to go," he instructed.

As Kai ran into the vehicle, Ben and Gwen remained where they stood, Ben steadfastly so while his cousin seemed lost in a daze as she stared at the fast approaching Loboan.

"No way!" Ben protested. "You and Kai go, we're staying to help grandpa!"

"This isn't up for debate Ben!" exclaimed Max as he readied his weapons towards the fast approaching Loboan.

"So not happening grandpa," Ben countered stubornly. "I can help with my magic mojo action, and so can Gwen with her lame watch. Right Gwen?"

Gwen didn't answer, instead she continued to simply stare in wide eyed silence at the approaching monstrous alien rapidly bearing down towards them all, seeming lost in shock.

It was then however, as a familiar chime rang from the device on her left wrist, that she immediately snapped out of her revelry.

Hatefully Gwen's eyes narrowed with the enraged of glares towards the incoming alien. How dare that monster be here when Carl wasn't?! How dare it continue to still breathe after what it had done?!

Seething with utter absolute rage, Gwen reached for the omnitrix. While she hoped with everything she had that somehow Carl was somehow still alive, a small part of her still feared the worst. But right now it didn't matter, all that did was the task at hand. "Don't worry grandpa, this one is all mine," she said with a dark growl as she twisted the dial to display the available Petrosapien form. If Carl was alive then she would find him and save him, but if he wasn't she would be sure to avenge him here and now. "Let's just see how well that thing howls with a diamond hard fist shoved down it throat."

And with that she pressed the dial down, activating the alien device.

In a brilliant burst of emerald light, Gwen was instantly enveloped by the unleashed omni energy as her body was instantaneously reshaped and reforged from that of her human form to one of otherworldly design. However, in lieu of the form of the physical power of a Petrosapien, Gwen omnitrix had instead opted for a form of a far different kind.

"**Cr**-!" she began only to stop short, instantly noticing the grey skin of her hands and the fact everyone now towered high above her.

Using her vastly superior genius brain it was easy for the small redheaded heroine to deduce what form the omnitrix had unexpectedly forced her to take on. "_**Intel X!?**_" the new formed diminutive Galvan redhead shrieked in dismay. The miniscule form clearly being not the one she had intended. "_Are you freaking kidding me!_"

"That one's supposed to stop a Yenaldooshi?" Kai couldn't help but ask in surprise as she stared down at the tiny grey skinned alien.

"No it's not!" Intel X snapped at the Navajo girl gazing down at her. "There's no way I could take on that thing like this. That wolf will eat me up and spit me out, _**literally!**_"

"So then why did you-?" Kai began confused.

"I didn't! This is just another in a long line of omnitrix malfunctions!" shouted Intel X, enraged by her own uselessness. She then glared ruefully over her shoulder at the dial strapped to her back, wishing that, for just once, it would do as she wanted. Completely losing all control of her temper, she reached back and smacked the dial in a sudden fit of anger with an audible SMACK! "Stupid watch!" she exclaimed in a huff, angrily striking the dial again.

"Why!"

SMACK!

"Can't!"

SMACK!

"You!"

SMACK!

"_**WORK?!**_"

SMACK!

Without warning, as her small hand once again struck the dial on her back, a chime suddenly rang out from the dial and a blinding flash of green transformative light instantly burst from the alien.

When the light faded everyone's jaws dropped as they instinctively took a step back. Now in their midst, towering over them all with a height of nearly eight feet tall, and bearing the dial of the omnitrix on her feminine chest, stood the svelte form of a female Appoplexian.

"**What the-!**" she exclaimed in surprise, dumbfounded by the sudden change.

"Whoa," Ben breathed in awe.

Quickly looking herself over, the newly formed Appoplexian female flexed her orange fur covered muscles and experimentally extended the long lethal black claws protruding from her wrists. "**That's right 'whoa!' Benjamin Kirby Tennyson!**" she roared as a big grin quickly formed over her catlike face before turning her gaze down to Omnitrix crest on her chest, glaring at it in heated aggravation. "**Now lemme tell ya something,** **constantly malfunctioning Omnitrix! I am sick and tired of you always screwing up! But since you screwed up right this time I'm going to let it slide! But **_**next**_** time you screw up, I'm going rip you off me and crush you with my bare hands until there won't be enough left of you to find with a microscope! Just like Benjamin Kirby Tennyson's brain!**"

"Hey!" Ben exclaimed in protest.

The feline-esque female alien instantly met his objection with a powerful searing glare. "**You got something to say to me Benjamin Kirby Tennyson?!**" she thundered, cracking her knuckles menacingly as she threateningly extended her claws, more than eager to start something. "**Because don't think I don't know it was **_**you**_** who spilled root beer on my new laptop! And lemme tell ya something** _**else**_** Benjamin Kirby Tennyson! Since we're on the subject, if you **_**ever**_** mess with my stuff again I'm gonna take your sumo slammer junk, smash it till it's nothing but dust and then shove it right down your throat, and **_**then**_** do it again when it comes back out! And that's just **_**before**_** I get rough! **_**You got that Benjamin Kirby Tennyson?!**_"

Paling to the point he was as white as a sheet, Ben replied with a terrified nod. "Got it," he squeaked fearfully as he tried his utmost to maintain bladder control.

"_Gwen!_" Max exclaimed.

With a snarl the alien tigress murderously turned her glare to her grandfather. "**Oh don't even **_**think**_** of taking his side Grandpa Maxwell Tennyson!**" she threatened. "**You know I had to use all the spending money I had saved for this summer just to get another laptop, **_**and then he wrecked that one too!**_** He's lucky I don't-!**"

"GWEN!" Max interrupted with a shout, quickly pointing to the Loboan now no more than twenty meters away. "Alien werewolf, remember?"

As if to confirm this the fast approaching Loboan exhaled another menacing howl as he quickly bore down on them.

The tiger-like heroine's face fell somewhat with an awkward frown, having forgotten in her tirade on Ben. However, upon seeing the approaching alien creature "**Oh, I remember him **_**now**_** grandpa!**" she growled lowly, furiously clenching her hands into fists until her knuckles cracked in unison, the memory of what it had done to Carl still savagely fresh in her mind. "**And you can bet he's gonna remember me too! For about the ten seconds he'll have left to keep breathing when I'm done with him!**"

And with that she let loose a mighty roar to match the incoming Loboan's menacing howl, and went into a stampeding charge, wildly barreling her way towards the incoming alien and ready to unleash her full all out wrath on the beast. "**Lemme tell ya somethin Yenaldooshi that turned out to be an alien werewolf!**" she roared, rapidly charging towards the incoming alien werewolf on all fours. "**If you think you can just take out the first really cute guy I meet this summer, and **_**then**_** think you can walk away without serious beating, then you better start rethinking up on some whole new kind of thinking!**" Now no more than mere meters from the savage wolf-like alien, the enraged appoplexian femme fatale suddenly launched herself high into the air, ready to come crashing down on her bestial foe with a the raw power of a mighty high flying body slam. "**When I'm done with you there's not going to be enough left to fill a doggy bag! **_**You can't beat-!**_" Plummeting towards her target the raging female alien feline paused in her rant, suddenly realizing she hadn't come up with a name for this new form. Meh, whatever. "**…um…er, **_**whoever I aaaammm!**_"

And with that the human girl turned female appoplexian powerhouse came crashing down to earth, impacting the ground with the full force of a stinger missile, causing the very earth to tremble for a full mile's distance in all directions.

Unfortunately however, while there was no question that the feline alien heroin's attack had been powerful, it had failed to be accurate. No sooner had the female appoplexian come within mere feet from impacting her feral alien target, than the Loboan had suddenly broke out from its stride and had rapidly sprang out from harm's way, effectively dodging the impact with not so much as even a scratch.

Guessing the fight was far from over as it exhaled a growl from its throat, which oddly sounded almost like an amused snicker, the fearsome loboan quickly poised itself at the ready, waiting for its appoplexian attacker to emerge from the depths of the crater left in the wake of its last attack. The alien did not have to wait long.

With a ferocious mighty roar, the raging alien tigress suddenly erupted from the crater. "**Oh, you must think you're all that for just jumping out of the way Yenaldooshi that turned out to be an alien werewolf!**" she thundered as she launched herself at the wolf and to its startled dismay, instantly locked it into an unbreakable headlock. "**Well forget it Yenaldooshi that turned out to be an alien werewolf! No one's more all that than-!**"

Unfortunately the appoplexian heroine never had the chance to finish her sentence, for it was then, as the loboan desperately struggled to break free from the vice-like clutch of her powerful arms squeezing around its neck, that its clawed hand frantically reached out and touched the omnitrix dial on her chest.

Instantly a flash of transformative emerald green light lit up the night, only to fade just as quickly to reveal Gwen Tennyson, awkwardly dangling off the ground, her arms wrapped still haphazardly locked around the loboan's neck.

Unable to do much else the young redhead gave a sheepish apologetic chuckle as she nervously gazed into the wolf's eyes, hoping it might be in a friendly mood now that the tables had so suddenly been turned and all.

"So… you were saying?" the loboan said with a wicked chuckle, very much enjoying the awkwardness of her helplessly hanging from his neck like a cheap flea collar.

Stunned by the loboan's reply, it took a moment for it to register, but upon quickly noticing the loboan's emerald green eyes in the moonlight, not to mention the Omnitrix insignia on the alien's chest, that Gwen was suddenly struck with realization. "_C-Carl!?_"

"That's my fake name, don't wear it out," the young Ultimatrix wielder chuckled as he gently pulled her from his neck and gently set her down. "So, did you miss-?"

His question was suddenly interrupted as two small arms where suddenly wrapped around his waist, squeezing the life out of him with the vice tight embrace of a bear hug as Gwen sobbed with relief into his abdomen, elated he was alright. "I thou-I thought y-you were… were…" she stammered between sobs, not even able to finish the thought.

Arching a surprised eyebrow as he looked down at the distraught girl holding unto him tightly, the wolf-like alien hero quickly tapped the crest on his chest, returning him in a green flash back to his usual human self, allowing him to better return the hug. "Alright alright, I'm fine now Gwen, so you lay off the waterworks," he chuckled with an assuring squeeze. "Not that I don't get the sentiment, I mean what's not to love, we are talking about _me_ after all. It's just that if you don't ease up, then I'm going to start, and let me tell you _no one_ want to see _that_ happen."

Unable to help herself, Gwen broke into relieved laughter as she let go of the teen and wiped the tears from her eyes. "Stupid jerk," she muttered.

Carl shrugged. "I am what I am," he replied. "Well _that_, and a total butt kicking alien watch wearing example of superhero awesomeness."

This elicited a groan and an eye roll from Gwen. "Ugh, _please_ Carl, don't. You sound like my doofus cousin."

"Which just goes to show he at least has _some_ brains going on up there, despite popular redheaded opinion," Carl retorted as the duo turned and walked back to the others. "I refer you to the 'born without a brain' joke from earlier."

Resisting the urge to groan at the very concept, Gwen merely rolled her eyes again in silence as they walked. "So Carl, how'd you get out of the caves?" she asked, hoping to change the subject from bad jokes.

Carl shrugged. "Oh that, no big deal, Big Chill can phase through solid matter."

"Seriously?" Gwen asked in disbelief.

"Seriously," he chuckled. "I know, I know, it's hard to believe, but I just _am_ that awesome."

Again Gwen was reduced to another silent eye roll. "False modesty aside, could you at least explain why you couldn't have just flown back?" she asked. "Instead of – you know – _scaring us all half to death!?_"

The green eyed nineteen year old Ultimatrix wielder merely shrugged as he grinned a mischievous smile. "Meh, no big deal," he replied. "Just thought it would be funnier."

Instantly Gwen stopped dead in her tracks. "_Funnier!?_"

"Yep," he laughed. "You should have seen the looks on your faces by the way, _totally_ worth it, right?"

Gwen could only stare at the green eyed teen as he laughed. The whole thing had been his idea of a joke!? Oddly enough, it was at that moment – as she stared at him in utter dumbstruck bemusement – that the perfect name for her newest form suddenly popped into her head. "Hysterical," she stated flatly, glowering at him menacingly as she reached for her Omnitrix and popped up the dial. "In fact let's see how funny _Katfight_ thinks it is."

Pressing down on the dial, Gwen was instantly enveloped by a flash of green light as she was instantly transformed into her newest alien form. "**KATFIGHT!**" proclaimed the newly formed female appoplexian with a beastly roar as she swiftly reached out and seized the young man by the scruff of the neck. "**Lemme tell ya something Carl Kirb-!**"

Unfortunately before Katfight could even finish, she was suddenly cut off yet again as the young Ultimatrix wielder reached out and touched the Omnitrix symbol on the alien girl's chest.

As the light from the transformation faded, Gwen glared in aggravation at Carl as he grinned smugly. "Oh for-! _Will you stop doing that!?_"

Maintaining the smug grin Carl merely shrugged. "Meh, probably not."

"Jerk," Gwen scowled with ruefully irritated pout.

Carl merely laughed and patted the girl on the back. "Oh come on ease up Gwen," he chuckled as the duo began walking back to the rustbucket. "The bad guy's down for the count, the day has been saved, you got two new aliens, and just for a super great awesome ultra secret nifty keen bonus round, I'm not part of the dearly departed. And you just _know_ that's good news all around."

"Debatable."

"Yeesh, everyone's a critic," he groused jokingly. "But whatever, I think I'm going to let that one slide this round, given then numerous many plus sides and all."

Gwen sighed, unable to help but concede his point. "Yeah I guess," she replied with a small smile.

"So do you think your grandpa would be willing to let me and Ship hitch a ride with you guys for a day or two?" asked the green eyed teen. "Now that this whole werewolf thing's over, I've suddenly got some free time on my hands, and very little money for bus fare in my pocket."

"Wait, you want to come with us?" Gwen replied, surprised.

Carl shrugged. "I guess, as long as your grandpa's cool with it," he replied. "After this whole werewolf thing I'm pretty much a man without a plan, and between you and me I wouldn't mind sleeping on something that's got a roof over it since I've only got like ten bucks on me. I refer you to the bus fare joke."

Gwen eyes went wide with restrained excitement, suddenly thinking about how awesome it would be to have the teen along for their summer trip. While Carl _was_ kind of a jerk, he also was kind of cool – when he wasn't talking anyway- Instantly Gwen stopped short in mid thought as she suddenly recalled what he had just said no more than a few minutes ago. "Um, Carl?" she began somewhat nervously.

"Yeah?" he asked as they walked.

"Uh, did you say that Carl Kirby was your _fake_ name?" she asked glancing up to him uneasily.

"Did I?" he asked, giving brief pause as he thought back. "Huh, I guess I did. Is that a problem?"

Gwen gulped, visibly reaching for her watch as she kept pace alongside the teen. "You tell me, 'Carl'," she said, eyeing him suspiciously. "Who are you, really?"

'Carl' merely smiled a teasing knowing smile, not the least bit concerned. "That's for me to know and you figure out," he chuckled.

"What if that's not good enough?" she replied narrowing her gaze on him, readily pressing her finger on the Omnitrix's dial button.

Maintaining his smile, Carl simply sighed and shook his head. "Look Gwen, as much as I'd like to tell you who I am, I'm not going to. Trust me when I say you wouldn't believe me even if I told you," he answered. "What I can tell you is I'm on your side and that you can trust me. Well that, _and_ that I'm not some evil supervillain out to steal your watch. I already got one, and it is _way _more awesome than yours."

"So you're saying you're someone we can trust," she surmised, scowling a little at the 'my watch is better than yours' crack. "Even though you're not going to tell me your name."

"See, now you're getting it," he chuckled. "Now was that so hard?"

Gwen sighed, shaking her head as she took her hand off her Omnitrix. She couldn't explain it, but for whatever reason she still trusted him. So far he seemed to be genuinely on her side, and with the exception of the name thing, seemed like an honest enough guy. And not that it had anything to do with anything, it didn't hurt any that he really _was_ kind of cute… in a totally jerky obnoxious kind of way that is. No matter _how_ much she hated to admit it.

As they continued walking along, Gwen shivered while her teeth briefly chattered as a brief icy gust of the desert night air blew over them.

"Here," Carl said as he took off his green jacket and placed it over her shoulders, noticing her shuddering from the sudden cold.

Gwen blushed as she slipped her arms into the over sized sleeves and Carl zipped her up, unable to help but notice the masculine bulges on his arms and under his shirt in the moonlight. "Um… thanks," she replied nervously, trying her best not to stare like a total spaz. "You uh, really don't have to you know."

"Trust me I do," he chuckled as they continued on. "Last thing any kid needs is to catch a cold on summer vacation. Never mind when you're wearing an alien super watch."

Gwen arched an eyebrow. "What do you mean?"

"Let's just say not all aliens suffer through a cold the same way as humans," he chuckled, recalling back on his ill fated cold back when he was ten.

"Ugh, I _sooo_ don't want to know," she cringed, only imagining just how even _more_ gross Putrifly could when she was sick.

"Good instincts," he chuckled. "Though I got to admit in some cases there is a few fringe benefits. Like Heatblast for example, when he's got a cold it's he gets ice powers."

"Heatblast? Which alien's that?" Gwen couldn't help but ask.

"Oh right, you call yours something else," Carl remembered, pausing briefly as thought back to recall its name. "'Fire Hazard', wasn't it?"

Gwen's eyes widened excitedly, making a mental note to file away this interesting tidbit of information should she ever need to go hero when she got sick. "Fire Hazard gets ice powers when she's sick?" she said in disbelief. "That is _so_ cool! Heh heh, literally."

Carl couldn't help but chuckle along with the girl as they walked. "Little miss serious makes a joke, there just might be hope for you yet."

"Oh ha ha," Gwen groused with a roll of her eyes. "And for your information, I'd watch it with the wisecracks, or I just might go wolf girl on you."

"Wolf Girl?" Carl parroted in disbelief. "_Please_ tell me that's _not_ going to be your name for that alien."

"Of course not," she replied indignantly. "I just haven't figured out what to call that one yet. Maybe Soundwolf, or Wolfnoise, or Sonowolf- ooh how about Blitzwolfer!"

Carl snorted. "Blitzwolfer?" he parroted with a laugh. "That's actually the name your thinking of going on, _seriously!?_"

Gwen scowled. "Oh yeah?" she snapped back. "Well what did you name _yours_ then? Since it _clearly_ must be so much better."

"Timbre Wolf," he replied.

Again Gwen scowled, this time with a small indignant pout. Shoot, that _was_ better!

"But," Carl continued with a small smile and a chuckle, finding Gwen's present expression to be simply adorable. "If _I_ had to pick, I kind of like those first three options."

Gwen's expression was immediately replaced by a small smile. "Really?" she asked excitedly.

"Beats Blitzwolfer," he answered with a shrug. "What does that even mean anyway?"

As they approached the rustbucket and the others ran up to greet them, relieved to see Gwen was alright and ecstatic to see 'Carl' was alive, Gwen merely gave a small smile and rolled her eyes at the green eyed mystery man next to her. "That's for _me_ to know and _you_ to figure out."

To his credit 'Carl' merely chuckled. "Oh, touché," he applauded with a growing smile, just knowing that he, Gwen, Ben, Max, and Ship were going to be in for one interesting summer. Alternate realities tended to do that kind of thing after all.

BEN 10. BEN 10. BEN 10.

Deep within the collapsed caves beneath the desert, a pile of rubble partially encased by layer of cooling magma stirred, heralding the sudden eruption of a clawed hand savagely rocketing out from within the mound of rock and dirt in furious defiance of the face of defeat.

Slowly but surely, the wounded Loboan pulled itself out from the dirt and staggered to its feet, exhaling a blood splattered groan as it recoiled from the pain pulsating from what little remained of the left side of its face and the scorched mound where its left arm had formerly resided.

Trying its utmost to ignore the searing pain, the one armed Loboan staggered its way from the hole from whence it came to painstakingly make its way deeper into the caves.

In spite of its mortal wounds, the feral alien couldn't help but let a wicked grin cross it segmented maw. Albeit at a heavy cost, it had succeeded in its task of distracting the humans away from the machine.

The grin however, was quick to fade as the bestial alien proceeded further into the cavernous dark depths. Yes, it had succeeded, and in doing so, it had also learned its enemies knew of its master, and therein quite possibly his ultimate plan.

It mattered very little though; the others would no doubt deal with the Tennyson's _and_ the new interloper.

Once again the grin confidently spread itself across his mangled features as he reached his destination, and his alien feral eyes fell on the machine, safe and untouched by the recent cave in.

Yes, very soon this world, and all the wretched human filth that resided here, would fall to the power of Zs'Skayr.

**Author's notes.**

Ahem… _**Finally!**_

Sorry for the long wait Fic fans, I'll try to be a little faster in the future. By the way, I'd like to give a shout out to sandman7734, who is back in action! Again sorry for the wait, between the coma, death, resurrection, evil clones, psycho androids, witches, aliens and the many many girlfriends it's been a wild several months. Why I'm talking about my favorite soap opera I have no idea, my only excuse is I've had some major work problems last year. My bad. Oh! And writer's block. Can't forget about that writer's block. But in all seriousness though 2012 was a pretty rough year for me, and 2013 isn't looking all that much better, never the less I'll keep at this fic when I get the chance.

Hope you guys liked the chapter, especially after waiting so very _very __**VERY**_ long for it. I also hope you guys liked Gwen's alien's names, Intel X (Grey Matter) 'Katfight' (Rath) and her as of yet undecided names for her 'Gwenwolf' form, Soundwolf, or Wolfnoise, or Sonowolf (for those of you wondering 'Sono' is a reference to something that makes sound like 'sono'gram or a 'sono'graph).

Oh, and just so we clear things up in regards to the 'Benwolf' issue, I am well aware that it's now officially called Blitzwolfer in the show. But please keep in mind that _**this**_ Ben isn't actually _**that**_ Ben. He is in fact a version from an alternate reality (as shown by the fact that his Julie died and never broke up with him. See Ben Prime for details) that shares a _**very**_ similar history, hence why he calls his Benwolf form 'Timbre Wolf' (a play on the words 'Timbre' and 'timber wolf') and not Blitzwolfer. All of his other aliens' names are cannon with the show, with the exceptions of Benmummy and Benvicktor, who have also been renamed both by me and the show. (See Ben Phantom for Benvicktor's name)

So anywho… until next time fic fans, may the shwartz be with you!

Codecrash out.

Love, peace and chicken grease.


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